Corporate Governance

The directors acknowledge the importance of sound corporate governance. Whilst the Corporate Governance Code does not apply to companies quoted on AIM, Scholium complies with the principals of the code so far as is practical and appropriate given the size and current stage of development of the Company.

Scholium also complies with the Corporate Governance Code for Small and Mid-Sized Quoted Companies 2013 published by the Quoted Companies Alliance.

The board comprises of six directors, three of which are non-executive directors. The Board has not nominated a senior non-executive director. The board meets regularly and is responsible for strategy, performance approval of major capital expenditure and the framework of internal controls. The board has delegated specific responsibilities to its audit, remuneration and nomination committees.

The audit committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported on. It will receive and review reports from the Company’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The audit committee intends to meet no less than three times each financial year and will have unrestricted access to the Company’s auditors. The audit committee comprises Charles Sebag – Montefiore (as Chairman), Jasper Allen and Graham Noble.

The remuneration committee reviews the performance of executive Directors and makes recommendations to the Board on matters relating to their remuneration and terms of employment. The committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation at the time. The remuneration committee comprises Jasper Allen (as Chairman), Graham Noble and Charles Sebag – Montefiore.

The nomination committee meets whenever there is business to discuss. The committee will consider appointments to the Board and be responsible for nominating candidates to fill Board vacancies and for making recommendations on Board composition. The nomination committee comprises Graham Noble (as Chairman), Thomas James Jennings CBE and Jasper Allen.

Scholium is subject to the City Code on Takeovers and Mergers (the ‘Code’). The Code will regulate Scholium in all transactions which have an objective or potential effect of obtaining or consolidating control of Scholium.

Scholium takes a zero-tolerance approach to bribery and has robust anti-bribery and conflict of interest practices in place which apply to all individuals working for the company in any capacity, including consultants, contractors and other service providers.

Scholium has adopted a model code for dealing in ordinary shares by directors and employees which is appropriate for an AIM quoted company. The standards set by Scholium are outlined in the employee handbook that is provided to all staff and aim to ensure all our activities are conducted in a fair, ethical and honest manner.