CORPORATE GOVERNANCE

The Board of Directors (the Board) for Selkirk Group plc is committed to good corporate governance and all Board members are fully aware of their duties and responsibilities.

Compliance Approach

The Board recognises the importance of sound corporate governance commensurate with the size of the Company and the interests of the Shareholders.  The Board is committed to strong corporate governance and upholding high standards of transparency, accountability and ethical business practices to ensure sustainable growth and are dedicated to fostering long-term relationships with its investors, maintaining consistent, clear and proactive communication to build trust and confidence in its journey. So far as is practicable, the Directors intend to comply with the QCA Code to the extent appropriate to the size and nature of the Company.

Board Composition

Information about our directors can be found on the [Management Team] page.

Audit Committee

The Audit Committee will be responsible for assisting the Board’s oversight of the integrity of the financial statements and other financial reporting, the independence and performance of the auditors, the regulation and risk profile of the Group and the review and approval of any related party transactions. The Audit Committee may hold private sessions with management and the external auditor without management present.

The Audit Committee is chaired by Alan Bannatyne with Iain McDonald as its other member. The composition of the Audit Committee will be reviewed and revised (if appropriate) in connection with the First Acquisition.

Remuneration Committee

The Remuneration Committee will be responsible for considering all material elements of remuneration policy, the remuneration and incentivisation of executive Directors and senior management and to make recommendations to the Board on the framework for executive remuneration and its cost. The role of the Remuneration Committee is to keep under review the Company’s remuneration policies to ensure that the Company attracts, retains and motivates the most qualified talent who will contribute to the long-term success of the Company.

The Remuneration Committee is chaired by Angus Monro with Alan Bannatyne as its other member. The composition of the Remuneration Committee will be reviewed and revised (if appropriate) in connection with the First Acquisition.

The Company has not established a nomination committee as the Directors do not consider that committee appropriate given the nature of the Company’s board structure and operation. The Directors will review the various committees and procedures of the Board in connection with the First Acquisition and at that time consider the need for additional corporate governance measures; for example, the constitution of a nomination committee.

Share dealing policy

The Company has adopted, with effect from Admission, a share dealing policy regulating trading and confidentiality of inside information for the Directors and other persons discharging managerial responsibilities (and their persons closely associated) which contains provisions appropriate for a company whose shares are admitted to trading on AIM (particularly relating to dealing during closed periods which will be in line with MAR). The Company will take all reasonable steps to ensure compliance by the Directors and any relevant employees with the terms of that share dealing policy. The Directors believe that the share dealing policy adopted by the Board is appropriate for a company quoted on AIM. The Board will comply with Rule 21 of the AIM Rules for Companies relating to directors’ dealings and will take all reasonable steps to ensure compliance by the Company’s “applicable employees” (as defined in the AIM Rules for Companies).