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Corporate governance

The Group recognizes the importance of sound corporate governance and intends, following Admission, to comply with the provisions of the QCA Guidelines and to adopt certain features of the Combined Code insofar as they are appropriate given the Group’s size and stage of development.

Board Role
The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets and corporate actions.

Board Committees
The Group has established the audit, remuneration, nomination and disclosure committees with formally delegated duties and responsibilities.

Audit Committee
The Audit Committee comprises the Non-Executive Director Dato’ Ting (chairman), Phil Cartmell and Dennis Kian Jing Ow.

The Audit Committee has the primary responsibility of monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. It receives and reviews reports from the Group’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee meets not less than twice in each financial year and has unrestricted access to the Group’s external auditors.

Remuneration Committee
The Remuneration Committee comprises Phil Cartmell (chairman), Dennis Kian Jing Ow and Dato' Ting.

The Remuneration Committee reviews the performance of the executive directors and makes recommendations to the Board on matters relating to their remunerations and terms of service. The Remuneration Committee also makes recommendations to the Board in relation to proposals for the granting of share options and other equity incentives pursuant to employee share option schemes and equity incentive plans in operation from time to time.

Nomination Committee
The Nomination Committee comprises the entire Board, chaired by Dato’ Ting.

The Nomination Committee considers the selection and re-appointment of Directors. It identifies and nominates candidates to fill Board vacancies and regularly reviews the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations to the Board with regard to any changes.

Disclosure Committee

The Disclosure Committee has the primary responsibility for ensuring compliance with the AIM Rules concerning disclosure of information. The Disclosure Committee works closely with the Board to ensure that the Group’s nominated adviser is provided with any information it reasonably requests or requires in order for it to carry out its responsibilities under the AIM Rules and the AIM Rules for Nominated Advisers.

Effective 23rd November  2013 the Disclosure Committee was dissolved and the duties and responsibilities of the Disclosure Committee was taken over by the Board.

Dealing Policy
CSF Group plc ("Company") has adopted a dealing policy for dealings by persons discharging managerial responsibilities and persons closely associated with them in accordance with the requirement under Rule 21 of the AIM Rule for Companies (AIM Rules") and shall use its best endeavour to ensure compliance by the said persons discharging managerial responsibilities and persons closely associated with them. This form of the revised version of the former Share Dealing Code takes into account the Company's broadened obligations, not only to a now-revised AIM Rules, but more importantly, to the Market Abuse Regulation (Regulation 596/2014), which will repeal and replace the exisiting Market Abuse Directive (2003/6/EC) and its implementing legislation with effect from 3 July 2016.