Audit & Risk Committee

The Audit & Risk Committee is comprised of Jack Clipsham (as chairman of the committee), Alan Boyd and Dag Andresen, the Company’s CFO.

The Audit & Risk Committee is required to review the integrity of the financial results of the Company expressed in the annual report and accounts and other relevant public announcements of the Company. The Audit & Risk Committee is also required to challenge both the external auditors and the management of the Company. It will also consider the engagement of auditors including tendering and the approval of non-audit services.

The Audit & Risk Committee will review and report to the Board on any significant reporting issues, estimates and judgements made in connection with the preparation of the Company’s financial statements. The Audit & Risk Committee also has a key role in the oversight of the effectiveness of the risk management and internal control systems of the Company.

The responsibilities of the Audit & Risk Committee were performed by the full Board during the last financial year. The committee oversees the Company’s financial reporting and internal controls and provides a formal reporting link with the external auditors.

The ultimate responsibility for reviewing and approving the Annual Report and Accounts and the half-yearly reports remains with the Board.

Remuneration Committee

The remuneration committee is comprised of independent non-executive director Alan Boyd (acting as chairman of the committee), Johan Glennmo and independent non-executive director Jörgen Andersson.

The frequency and timing of the meetings will differ according to the needs of the Company. The committee will have the following key duties:

• determine and agree with the Board the framework or broad policy for the remuneration of the Company’s chairman, chief executive, the executive directors, the company secretary and such other members of the executive management as it is designated to consider. The remuneration of non-executive directors shall be a matter for the chairman and the executive members of the Board.  No director or manager shall be involved in any decisions as to their own remuneration;
• in determining such policy, take into account all factors which it deems necessary including relevant legal and regulatory requirements, the provisions and recommendations of the UK Corporate Governance Code (the “Code”) and associated guidance. The objective of such policy shall be to ensure that members of the executive management of the Company are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Company;
• recommend and monitor the level and structure of remuneration for senior management;
• when setting remuneration policy for directors, review and have regard to the remuneration trends across the Company;
• review the on-going appropriateness and relevance of the remuneration policy;
• within the terms of the agreed policy and in consultation with the chairman and/or chief executive, as appropriate, determine the total individual remuneration package of the chairman, each executive director, company secretary and other designated senior executives including bonuses, incentive payments and share options or other share awards;
• obtain reliable, up-to-date information about remuneration in other companies. To help it fulfil its obligations the Committee shall have full authority to appoint remuneration consultants and to commission or purchase any reports, surveys or information which it deems necessary, within any budgetary restraints imposed by the Board;
• be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the Committee;
• approve the design of, and determine targets for, any performance related pay schemes operated by the Company and approve the total annual payments made under such schemes;
• review the design of all share incentive plans for approval by the Board and shareholders. For any such plans, determine each year whether awards will be made, and if so, the overall amount of such awards, the individual awards to executive directors, company secretary and other designated senior executives and the performance targets to be used;
• determine the policy for, and scope of, pension arrangements for each executive director and other designated senior executives;
• ensure that contractual terms on termination, and any payments made, are fair to the individual, and the Company, that failure is not rewarded and that the duty to mitigate loss is fully recognised;
• oversee any major changes in employee benefits structures throughout the Company; and
• agree the policy for authorising claims for expenses from the directors.

Nomination Committee

Currently, due to the size of the Company, there is no Nomination Committee. Nominations are currently considered by the whole Board. The Directors anticipate that a Nomination Committee will be established in the future when the size of the Company justifies it.

The Nomination Committee will review the composition and balance of the Board and senior management on a regular basis to ensure that the Board and senior management have the right structure, skills and experience in place for the effective management of the Company’s business and are expected to meet twice a year.

UK MAR Compliance & Disclosure Committee

The board of the Company has established a new board committee to be known as the UK MAR Compliance & Disclosure Committee. It is intended that this Committee will formalise the process that has been followed to date in respect of the identification and management of inside information and ensuring timely disclosure or, where appropriate, providing a formal mechanism for making and recording any decision to delay disclosure, determining when the reasons for the any delay no longer justify the delay and making appropriate notifications to the FCA when an announcement is made.

MAR Compliance Committee will comprise Lars Guldstrand (CEO), Dag Andresen (CFO), Alan Boyd, (non-executive director) and Mark Taylor, Chief Legal Officer (CLO), will be invited to sit in on the meetings. The CEO will take the position as Chairman of the MAR Compliance Committee. This appointment will be kept under review as the Company develops and in light of any future non-executive Board appointments.

The committee will have the following key duties:

• Ensuring that procedures, resources, and controls are in place to ensure compliance with the UK Listing Rules, Disclosure Guidance and Transparency Rules (DTRs), and MAR and that they are operating effectively.
• Reviewing the Company’s MAR Insider Register.
• Ensuring each Board meeting includes a discussion of compliance matters, in particular, a briefing from the executive directors and any issues raised with the Sponsor or legal advisers. These discussions should be minuted and made available to the Sponsor on request.
• Ensuring that the executive directors are communicating as necessary with the Company’s Sponsor regarding ongoing compliance with the UKLR and in relation to proposed or potential transactions.
• Ensuring that advice received from the Sponsor or legal advisers is recorded and taken into account in decision-making.
• Ensuring that all Regulatory News Service (RNS) announcements have been verified by the Company’s legal advisers and approved by the Sponsor before publication.
• Monitoring public statements and press coverage to ensure that price-sensitive information is not disclosed outside of regulatory channels.
• Investigating any unusual or substantial movement in the Company’s share price and escalating concerns appropriately.
• Ensuring that the Sponsor is provided with financial and operational updates on a timely basis.
• Ensuring that the Sponsor is informed of any proposed Board changes and that all necessary disclosures are made in line with the Listing Rules and DTRs.
• Assessing whether executive directors are aware of their UKLR and MAR responsibilities, and arranging training where necessary.
• Ensuring that the Sponsor is maintaining regular contact with the Company. If this is not the case, the Committee should escalate concerns as appropriate.
• Circulating updates to the UKLR, DTRs, or MAR to the Board.
• Holding formal meetings at least every six months to review compliance with regulatory requirements, documenting these meetings, and sending copies to the Sponsor.
• Escalating and discussing any actual or potential compliance issues with the Sponsor immediately.
• Overseeing any investigation by the Financial Conduct Authority (FCA) or London Stock Exchange into the Company’s regulatory compliance.
• Approving a statement on UKLR and MAR compliance for inclusion in the Company’s interim and annual reports.
• Raising and discussing with the Sponsor or issuing notifications where required under DTRs and MAR regarding:
  • Any director dealings in the Company’s shares.
  • Any significant shareholder movements (above or below a 3% threshold) requiring disclosure under DTR 5.
  • The resignation, dismissal, or appointment of a director.
  • Any change in the Company’s accounting reference date, registered office, or legal name.
  • Any material change in trading performance, financial condition, or deviation from profit forecasts.
  • Any decision to issue shares in lieu of cash payments.
  • Any admission of the Company’s shares to another exchange or trading platform.
  • Any significant transactions requiring disclosure under the UKLR (Class 1 or Class 2 transactions).
  • Any material corporate developments that could impact the market perception of the Company.

Anti-Bribery Committee

The board of directors has overall responsibility for ensuring this policy complies with the Company’s legal and ethical obligations, and that all those under its control comply with it. The Company’s non-executive Chairman has primary and day-to-day responsibility for implementing this policy, and for monitoring its use and effectiveness and dealing with any queries on its interpretation. Management at all levels are responsible for ensuring those reporting to them are made aware of and understand this policy and are given adequate and regular training on it.

The committee will have the following key duties:

• To identify areas of particular risks for the business in particular in high-risk jurisdictions throughout the world.
• Conduct a comprehensive Group-wide risk assessment.
• Monitor the Company’s anti-corruption policies and procedures, especially taking into consideration corporate hospitality, donations and facilitation payments.
• Conduct due diligence on all “associated persons”, especially third parties in high-risk jurisdictions or sectors.
• Adopt a robust anti-corruption stance at the highest level, including making a public statement of the Group’s zero tolerance to corruption both internally and externally.
• Make arrangements for extensive training and monitoring of staff in key risk areas involving establishing disciplinary mechanisms
• To make sure that it is unacceptable for the directors to:
  • give, promise to give, or offer, a payment, gift or hospitality with the expectation or hope that a business advantage will be received, or to reward a business advantage already given;
  • give or accept a gift or hospitality during any commercial negotiations or tender process, if this could be perceived as intended or likely to influence the outcome;
  • accept a payment, gift or hospitality from a third party that you know or suspect is offered with the expectation that it will provide a business advantage for them or anyone else in return;
  • accept or offer hospitality that is unduly lavish or extravagant under the circumstances;
  • offer or accept a gift to or from government officials or representatives, or politicians or political parties;
  • threaten or retaliate against another worker who has refused to commit a bribery offence or who has raised concerns under this policy; or
  • engage in any other activity that might lead to a breach of this policy.

Internal controls

The Board recognises the need for effective internal controls. Appropriate internal controls and segregation of duties are in place to guard against fraud, particularly in respect of the processes and procedures for cash and other payments, and the receipt of undeclared revenues from external sources.

Risk Assessment

The Board will follow the ICAEW’s guidance for Directors on internal controls which recommends what the Board should consider when reviewing and further developing an effective system of internal controls.

The Board has taken into account the relevant provisions of the UK Corporate Governance Code in formulating the systems and procedures in operation for the Group.

The Board is aware of the need to conduct regular risk assessments to identify any deficiencies in the controls currently operating over all aspects of the Company.

The Board will conduct a formal risk assessment on an annual basis but will also report by exception on any material changes during the year.

Internal Audit

The Board does not intend to establish a separate Internal Audit function given the current size and stage of development of the business. Any material concerns raised in management letters or reports received from the Auditors will be considered, along with Management’s response, by the Audit Committee and reported to the Board.

Related Party Transactions

The Company will engage with its Sponsor to discuss any proposed related party transaction exceeding 5% of any one of the class tests before proceeding with the transaction.

Following the Sponsor’s agreement, the Company will promptly announce all related party transactions that exceed 5% of any of the class tests. As part of the announcement, the independent directors, having consulted with the Sponsor, will confirm that the transaction terms are fair and reasonable in so far as shareholders are concerned.

Additionally, all related party transactions exceeding 0.25% of the class tests will be disclosed in the Company’s published financial statements. These thresholds may be applied cumulatively concerning the same related party(ies).

The Audit Committee will be provided with details of any proposed related party transactions as they arise. It will review and approve the terms and conditions of such transactions before they are entered into, ensuring compliance with the UK Listing Rules. Committee members involved in approving related party transactions will exclude any directors considered to be a related party to the transaction under review.

Significant Transaction Complexity

The company has established specific procedures to ensure that transactions involving significant complexity are effectively measured, recorded, and reported. These procedures operate, or are capable of operating, by (i) Board Reporting: (ii) Financial Instrument Management (iii) Commitments and Contingencies Reporting (iv) Exception Management; (v) Outsourced Arrangements Oversight; (vi) External Expert Consultation; (vii) Regulatory and Legal Due Diligence for New Acquisition; and (viii) Other Key Regulatory Compliance Areas including compliance with IFRS, adherence to corporate governance requirements, monitoring and fulfilling obligations in respect of interim reporting or any timely reporting required by the laws, and any other such matter related regulatory and compliance areas are informed by financial controller to CFO and CEO for further discussion with board.

Company Secretary

The Company Secretary is responsible for compliance with the Company’s disclosure obligations including those pursuant to the UK Market Abuse Regulation, the Disclosure Guidance and Transparency Rules (DTR 4, DTR 5 and DTR 6) and the UK Listing Rules. The Board and Committees ensure that the Company Secretary is kept informed of all matters that may trigger a disclosure obligation in a timely manner so the Company complies fully with its obligations.

Memorandum and Articles

The Memorandum and the Articles on Admission are appropriate for a company listed in Equity Shares (Commercial Companies) category. The Company is incorporated under the Companies (Guernsey) Law 2008, as amended. A summary of the provisions of the Memorandum and the Articles are set out in section 7 of Part 15. Potential investors should read the Memorandum and Articles in full and any potential investors wishing to have a detailed summary of the Memorandum and Articles is recommended to seek independent legal advice.

Conflicts of interest

A Director has a duty to avoid a situation in which he or she has, or can have, a direct or indirect interest that conflicts, or possibly may conflict with the interests of the Company. The Senior Managers are also require by the terms of their appointment to avoid any conflict of interest. The Board has satisfied itself that there is no compromise to the independence of those Directors or Senior Manager who have appointments on the Boards of, or relationships with, companies outside the Company. The Board requires Directors and Senior Managers to declare all appointments and other situations which could result in a possible conflict of interest.

Three members of the board of Directors are non-executive and therefore will not be allocating all their time to the Company’s affairs. The Chief Financial Officer does not work for the Company full-time at the present time but will become full time after Admission. Johan Glennmo is also chairman of Danir, the Company’s largest shareholder. These Directors may have conflicts of interest in allocating management time among their various business activities. The Executive Directors also have certain outside interest as disclosed above. The Senior Managers have other consultancy arrangements with other companies but the Company does not consider that these arrangements result in any of the Senior Managers having any conflict between their duties to the Company and their duties to third parties.

Director with links with other businesses, either in UK based or overseas, may have a conflict of interest between the Company’s business dealings and those of the party with which the Director’s has links including share allocations and payment for services.
The Company expects these and any other conflicts to be managed appropriately through the operation of the relevant provisions of the Articles, the Service Agreements and/or the Letters of Appointment.

Save as disclosed above, the Directors and Senior Managers do not have any conflicts of interest or potential conflicts of interest between their duties to the Company and their private interests or other duties that they may also have.

Board Performance and Evaluation

The Company has a policy of appraising Board performance annually. The Company has concluded that for a company of its current scale, an internal process administered by the Board is most appropriate at this stage

Accountability

The Board is committed to providing Shareholders with a clear assessment of the Company’s position and prospects. This is achieved through the annual report and as required other periodic financial and trading statements. The Board has made appropriate arrangements for the application of risk management and internal control principles.

Diversity and inclusion

The Company does not discriminate on the grounds of age, gender, nationality, ethnic or racial origin, non-job-related-disability, sexual orientation or marital status. The Company gives due consideration to all applications and provides training and the opportunity for career development wherever possible. The Board does not support discrimination of any form, positive or negative, and all appointments are based solely on merit.