The Company intends to comply with the corporate governance regime for listed investment companies in the UK, currently the AIC Code of corporate governance, to the extent appropriate for a Cayman Islands incorporated investment company quoted on AIM.

In accordance with the AIC Code, the Board has established an Audit Committee, a Nomination Committee, a Remuneration Committee and a Management Engagement Committee, in each case with formally delegated duties and responsibilities within written terms of reference. The Audit Committee consists of Robert Ware, Johan Lantz and Martin Adams with Martin Adams appointed as Chairman. The Committee will meet at least twice a year and will, inter alia, review the financial reporting process and the system of internal control and management of financial risks (including understanding the current areas of greatest financial risk and how these are managed by the Investment Manager, reviewing annual financial statements, assessing the fairness of preliminary and interim statements and disclosures and reviewing the external audit process). The Committee will be responsible for overseeing the Company’s relationship with the external auditors, including making recommendations to the Board on the appointment of the external auditors and their remuneration. The Committee will consider the nature, scope and results of the auditors’ work and reviews, and develop and implement policy on the supply of any non-audit services that are to be provided by the external auditors. It will receive and review reports from the Investment Manager and the Company’s external auditors relating to the Company’s annual report and accounts. The Committee will focus particularly on compliance with legal requirements, accounting standards and the AIM Rules and ensuring that an effective system of internal financial and non-financial controls is maintained. The ultimate responsibility for reviewing and approving the annual report and accounts will remain with the Board.

The Nomination Committee consists of Robert Ware, Martin Adams and Johan Lantz with Robert Ware appointed as Chairman. The Committee will meet not less than once a year and will have responsibility for considering the size, structure and composition of the Board. It will also consider retirements and appointments of additional and replacement Board members and will make appropriate recommendations to the Board.

The Remuneration Committee consists of Robert Ware, Martin Adams and Johan Lantz with Johan Lantz appointed as Chairman. The Committee will meet not less than once a year and will have responsibility for considering the remuneration of the other Board members. The Committee will review the remuneration of the Chairman and Directors against the fees paid to directors of other specialist investment companies and investment companies of a comparable size, as well as taking account of any data published by the AIC.

A Management Engagement Committee has also been appointed. The Management Engagement Committee is a committee of the members of the Board who are independent of Laxey. It comprises Robert Ware, Johan Lantz and Martin Adams with Robert Ware appointed Chairman. The Management Engagement Committee will meet once a year to supervise Laxey and its performance under the Investment Management Agreement. It will also meet on an ad hoc basis to consider investment decisions where there is a potential conflict between the Company’s interests and those of Laxey or other funds it manages.

Each of the Directors has signed a letter of appointment to formalise in writing the terms of his appointment. Under the Articles of Association one third of the Board is subject to retirement by rotation each year, such that all Directors are required to submit themselves for re-election at least every three years. Directors who have served for nine years or more will be subject to annual re-election. The Company has adopted a code of share dealings in compliance with Rule 21 of the AIM Rules for Companies relating to Directors’ dealings in the Ordinary Shares and to dealings by employees of the Investment Manager.