AQSE Rule 4.14

AQSE Corporate and Professional Advisors

Constitutional Documents

Board of Directors

Overall responsibility for the Firm’s management rests with the Board of Directors. For access to the Company’s Board of Directors, please visit VSA Capital Team

Corporate Governance

Corporate Governance Code

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 having regard to the Company’s size, board structure, stage of development and resources.

The QCA Code recommend that the board of directors should include a balance of executive and non-executive directors, such that no individual or small company of individuals can dominate the board’s decision taking. In the case of a smaller company, such as the Company, the QCA Code recommends that the board should include at least two non-executive directors who are independent.

The Company will hold regular board meetings and the Directors will be responsible for formulating, reviewing and approving the Company’s strategy, budget and major items of capital expenditure.

The Board of Directors

The Board of Directors are:

• Mr Andrew Anthony Monk
• Mr Andrew Joseph Raca
• Ms Marcia Manarin
• Mr Mark Steeves

The Board of Directors are responsible for ensuring the firm’s compliance with the relevant regulatory obligations. In order to enable the Board to meet this responsibility, The Board of Directors meets once per month and such meetings are minuted. The Board will consider each month the following main topics:

• The Minutes/Matters Arising from prior meetings;
• The Management accounts for the month and year to date;
• The cash flow projected for the current year;
• The updated five-year forecast (Profit and Loss/Balance Sheet and Cash Flow);
• The Compliance Officers Report – This will include matters arising from the monthly Compliance Committee (chaired by the Compliance Officer). The minutes of this committee are approved by the Board each month;
• The Equities Report;
• The Corporate Finance Report.
• In addition, annual reports will be provided to the Board on the following:
• The annual budget and the five-year strategy and business plan;
• Firm’s policies and procedures;
• Anti-money laundering measures;
• The compliance function;
• The risk management policies and procedures;
• Whether there have been any deficiencies in these areas and if applicable, the remedial action is taken.

This information will enable the Board of Directors to ensure they meet their responsibilities as senior managers.

Strategic Decision Making

Any decisions relating to the determination of strategy and general direction of the business will involve two members of the Board of Directors. The judgement of all individuals involved in decision making should be engaged so that major errors leading to difficulties for the firm are less likely to occur.

The strategy and business plan are subject to approval by the VSA Capital Limited Board of Directors.

Apportionment of Responsibilities

The Board of Directors are responsible for the apportionment of senior management responsibilities and overseeing the establishment and maintenance of systems and controls, to ensure compliance with applicable regulatory requirements. The responsibilities and authorisation levels of the Board of Directors (and other senior staff) are as follows:

Chief Executive Officer (SMF1)
Mr Andrew Anthony Monk

Executive Director (SMF3)
Mr Andrew Anthony Monk
Mr Andrew Joseph Raca
Ms Marcia Manarin

Compliance Oversight (SMF16)
Ms Marcia Manarin

Money Laundering Reporting Officer (SMF17)
Ms Marcia Manarin

In determining appropriate responsibilities and authorisation levels for employees of the firm, we have considered whether the performance of multiple functions by staff is likely to prevent the individuals concerned from discharging any particular function soundly, honestly and professionally.

Where we have been unable to ensure the complete segregation of duties, we have ensured that there are adequate compensating controls in place (e.g. by having regular reviews of an area by appropriate and independent senior managers).

In designing our internal responsibilities, we have ensured that no individual has unrestricted authority to do all of the following:

• Initiate a transaction;
• Bind the firm;
• Make payments; and
• Account for the transaction.

Admitted Securities

In Respect Of The Admitted Securities:

The number of securities in issue and the percentage of securities that are in hands pursuant to rule 2.12

• The number of securities in issue: 19,428,966
• The percentage of securities that are in public hands: c.24%
• Number of options in issue: 4,550,600
• Number of warrants in issue: 6,471,500
• Fully diluted share capital on admission: 30,451,066
• Percentage of options and warrants of the fully diluted share capital on admission: 36.2%

Significant Shareholdings:

• There are no restrictions on the transfer of securities.

• The Company is traded on the Aquis Stock Exchange Growth Market and not traded on any other exchanges.

Directors’ Interests

Company Information