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 in relation to all announcements and notifications and potential transactions. In order to implement its business strategy, as of the date of this Document, the Company has adopted the corporate governance structure set out below.

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 properly measured and reported on. It receives and reviews reports from the Company’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use by the Company. The Audit & Risk Committee meets not less than twice in each financial year and will have unrestricted access to the Company’s external auditors. The Audit & Risk Committee members are the independent nonexecutive director, Andy Edge, and Peter Van Bilen.

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 & Nomination Committee meets as and when 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 Andy Edge and Peter Van Bilsen. It is intended that Andy Edge 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 the non-executive Director Andy Edge and the Chief Executive Officer Marc Dixon, will meet not less than twice a year. Andy Edge chairs the Aquis Rule Compliance Committee.