Corporate Governance and Board Practices

The Directors recognise the importance of sound corporate governance and will, in so far as is practicable given the Company’s size and the constitution of the Board, comply with the main provisions of the Combined Code: Principles of Corporate Governance and Code of Best Practice.

Board
The Board is responsible for formulating, reviewing and approving the Company’s strategy, budgets and corporate actions. The Company intends to hold Board meetings at least four times each financial year and at other times as and when required.

Committees
The audit committee of the Company, comprising John Hirst, Paul Swigart (both non-executive Directors) and Marios Christou will be chaired by John Hirst. The audit committee will meet at least twicea year. The audit committee is responsible for ensuring that the Group’s financial performance is properly monitored, controlled and reported. It will also meet the auditors and review reports from the auditors relating to accounts and internal control systems. The audit committee will meet once a year with the auditors.

The remuneration committee of the Company, comprising John Hirst and Paul Swigart (both nonexecutive Directors) will be chaired by John Hirst and will set and review the scale and structure of the executive Directors’ remuneration packages, including share options and the terms of their service contracts. The remuneration and the terms and conditions of the non-executive Directors will be determined by the Directors with due regard to the interests of the Shareholders and the performance of the Group. The remuneration committee will also make recommendations to the Board concerning the allocation of share options to employees. The Company has adopted a code for Directors’ dealings which is appropriate for an AIM quoted Company. The Directors will comply with Rule 21 of the AIM Rules relating to Directors’ dealings and will take all reasonable steps to ensure compliance by the Group’s applicable employees as well.

Dividend Policy

The Directors’ intention is that the Company will pay dividends whilst continuing to retain a significant proportion of the Group’s earnings to facilitate the Board’s plans for the continued growth of the Group. The Board will continue to review its dividend policy as the Company develops.

Takeover Code

As the Company is incorporated in Cyprus, a takeover offer will not be governed by the City Code and will not be regulated by the UK takeover authorities. Accordingly the Company has incorporated certain provisions in its articles of association which seek to replicate certain requirements of the City Code although these do not provide the full protection which the City Code would afford.

Taxation

Information regarding taxation is set out in paragraph 14 of Part V of the Admission document. These details are, however, intended only as a general guide to the current tax position under UK taxation law. Shareholders who are in any doubt as to their tax position or who are subject to tax in jurisdictions other than the UK are strongly advised to consult their own independent financial adviser immediately.

Articles of Association

The Articles of Association of ASBISc Enterprises Plc are the regulations governing the relationships between the shareholders and directors of the company. The Articles cover the issuing of shares, the different voting and dividend rights attached to different classes of share, restrictions on the transfer of shares, the rules of board meetings and shareholder meetings, and other similar issues. The Articles are available via this link.