corporate governance

Visum Technologies plc

The Directors recognise the importance of sound corporate governance and, following Admission, have undertaken to take account of the requirements of the QCA Code to the extent that they consider it appropriate regarding the Company’s size, board structure, stage of development, and resources. The Board, which will meet not less than once per month, will ensure that procedures, resources, and controls are in place to ensure that AQSE Growth Market Access Rulebook compliance by the Company is operating effectively at all times and that the directors are communicating effectively with the Company’s AQSE Corporate Adviser regarding the Company’s ongoing compliance with the AQSE Growth Market Access Rulebook and about all announcements and notifications and potential transactions. As of the date of this Document, the Company has adopted the corporate governance structure outlined below to implement its business strategy.

The Audit & Risk Committee

The Audit & Risk Committee is primarily responsible for monitoring the quality of internal controls and ensuring that the Company’s financial performance is accurately measured and reported. It receives and reviews reports from the Company’s management and external auditors regarding the interim and annual accounts, as well as the accounting and internal control systems in use by the Company. The Audit & Risk Committee meets at least twice a year and has unrestricted access to the Company’s external auditors. The Audit & Risk Committee members are the independent non-executive directors, Barry Cushley and Paul Kennedy.

The Remuneration & Nomination Committee

The Remuneration & Nomination Committee reviews the performance of the executive directors and makes recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration & Nomination Committee also makes recommendations to the Board on proposals for granting share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration and Nomination Committee meets as necessary. In exercising this role, the Directors shall have regard to the recommendations put forward in the QCA Code and, where appropriate, the QCA Code guidelines. The Committee comprises the non-executive Director, Barry Cushley, and Paul Kennedy. It is intended that Barry Cushley will chair this Committee, and no member will decide on his or her own remuneration.

The Aquis Rule Compliance Committee

The Aquis Rule Compliance Committee, comprising non-executive Director Barry Cushley and Chief Executive Officer Marc Dixon, will meet at least twice a year. Barry Cushley chairs the Aquis Rule Compliance Committee.