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Corporate Governance

The Board recognises that good Corporate Governance and compliance with the Hampel Combined Code are fundamental to the successful management of the Company. Impact Holdings (UK) plc has established the appropriate procedures to deliver compliance in line with the size of the group. The Board, including the Non-Executive Directors, understand that their responsibilities opposite the ongoing annual review of internal controls encompass the pro-active management of risk in terms of strategy, finance and operations and are on track to ensure that a full suite of necessary procedures are in place.

The Board meets regularly throughout the year and Directors are provided with papers ahead of the meeting which review strategic, financial and operational performance and point up key issues for the business going forward. An annual budgeting process is in place. The Board has established an Audit Committee and a Remuneration Committee with formally delegated duties and responsibilities. Each Committee comprises a Non-Executive Director as Chairman at least one other Non-Executive Director and, in the case of the Audit Committee, an Executive Director.

The Audit Committee determined the terms of engagement of the groups auditors and will determine in consultation with the auditors, the scope of the audit, having scoped the interim accounts report and signed it off before Board approval. It will receive and review reports from management and the Groups auditors relating to the Annual accounts and future Interims and the accounting and internal control systems in use throughout the Group. The Audit Committee has unrestricted access to the Groups Auditors.

The Remuneration Committee reviews the scale and structure of the Executive Directors remuneration and the terms of their Service Contracts, including share option schemes. The remuneration and the terms and conditions of appointment of the Non-Executive Directors will be set by the Board as a whole.

The Company places a high priority on its relations with institutional and private shareholders. It will ensure that as well as holding relevant regular and timely meetings with institutional and major shareholders it designs AGM meetings which inform and clearly explain Company Performance.

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