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Corporate Governance

The Company’s shares are traded on the AIM Market of the London Stock Exchange. The Company is not required to report on compliance with the UK Corporate Governance Code (“the Code”), the Board of Directors acknowledges the importance of the principles of the code and also the recommendations of the Quoted Companies Alliance in its publication “The QCA Corporate Governance Code” and seeks to apply them as appropriate to the Company given its nature and size.

Board

The Board is responsible for formulating, reviewing and approving the Company’s strategy, budgets and corporate actions. The Company intends to hold Board meetings at least four times each financial year and at other times as and when required.

Corporate Governance and Board Practices

The audit committee of the Company will meet at least twice a year. The audit committee is responsible for ensuring that the Group’s financial performance is properly monitored, controlled and reported. It will also meet the auditors and review reports from the auditors relating to accounts and internal control systems. The audit committee will meet once a year with the auditors. The audit committee members are non-executive Directors Michael Cunningham, Edward Fitzalan Howard, Duke of Norfolk and Andrew Christie, who is also the committee chairman.

The nomination and remuneration committee will meet at least twice a year. The nomination and remuneration committee is responsible for determining and recommending to the Board terms and conditions of employment of members of the Board and senior executives and establishing with the executive an appropriate employment and remuneration policy for all remaining staff, including incentives and bonuses. The nomination and remuneration committee members are non-executive Directors Michael Cunningham, Edward Fitzalan Howard, Duke of Norfolk and Andrew Christie, who is also the committee chairman.

The Company has adopted a model code for Directors’ dealings which is appropriate for an AIM quoted company. The Directors will comply with Rule 21 of the AIM Rules relating to Directors’ dealings and will take all reasonable steps to ensure compliance by the Group’s applicable employees as well.

The Directors confirm that this website contains the information required to be disclosed by AIM Rule 26.

Takeover Code

Helios Underwriting Plc is incorporated in the UK and is admitted to trading on AIM. As a result, Helios Underwriting Plc is subject to the UK’s City Code on Takeovers and Mergers.