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Corporate Governance

Statement of Compliance with the QCA Corporate Governance Code

Simon Lee

Chairman’s Statement

One of my key roles is to ensure the establishment, appropriate monitoring and maintenance and communication of good corporate governance so that shareholders’ and other stakeholders’ interests are properly managed.

For this purpose the Board has adopted the QCA Corporate Governance Code (2018) and this Corporate Governance Statement sets out and confirms:

  • my responsibility as Chairman to ensure that the Company and its subsidiaries (together the Group) has appropriate corporate governance standards in place and that these requirements are followed and applied within the Group as a whole;
  • how the QCA Code is applied by Osirium and how we believe its application supports the Group’s medium to long-term success
  • the areas where Osirium’s structures and practices may differ from the expectations set by the Code; and
  • any key governance related matters that have occurred during the year, including any significant changes in governance arrangements .

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In addition to adoption of the QCA Code, the directors have adopted the Group’s Code on Dealings in Securities for dealings in the shares of the Company by directors and other PDMRs (persons discharging managerial responsibilities) and their respective PCAs (persons closely associated) and other restricted persons, amended post-float to reflect the requirements of the Market Abuse Regulation (Regulation (EU) No 596/2014) with effect from 3 July 2016.

The corporate governance arrangements that the Board has adopted are designed to ensure that the Group delivers long term value to all its stakeholders and that shareholders have the opportunity to express their views and expectations for the Group.

The Board understands that the decisions regarding strategy and risk will impact the corporate culture of the Group and that the tone and culture set by the Board will impact all aspects of the Group as a whole and the way that employees behave.

The importance of sound ethical values and behaviours is crucial to the ability of the Group to successfully achieve its corporate objectives. The Board places great importance on all aspects of corporate life and professionalism and seeks to ensure that this is adopted throughout the Group.

The Board is responsible to shareholders for the proper management of the Company.

The Board comprises 5 directors, two of whom are Executive Directors and three of whom are Non-Executive Directors, reflecting a blend of different experience and backgrounds. The Board considers Simon Lee, Steve Purdham and Simon Hember to be independent Non-Executive Directors under the criteria identified in the QCA Code.

The Board meets regularly and is responsible for strategy, performance, approval of any major capital expenditure and the framework of internal controls. To enable the Board to discharge its duties, all directors receive appropriate and timely information. Briefing papers are distributed to all directors in advance of Board meetings. The Board has established Audit and Remuneration Committees with formally delegated duties and responsibilities and with written terms of reference. Each of these Committees meets regularly and at least twice a year.

From time to time separate committees may be set up by the Board to consider specific issues when the need arises.

SIMON LEE – NON-EXECUTIVE CHAIRMAN

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