Corporate Governance

In accordance with AIM Notice 50 issued by the London Stock Exchange, 8 March 2018, the Company has adopted the Corporate Governance Guidelines for Small and Mid Size Quoted Companies published by the Quoted Companies Alliance (the QCA Code).

The Board fully supports the underlying principles of corporate governance and recognises its overall responsibility for the Company’s systems of internal control and for monitoring their effectiveness.

The main features of the Company’s corporate governance procedures, in relation to the 10 Principles of the QCA Code, are set out in the full QCA Code Compliance.

Audit Committee

The Company has established an Audit Committee composed of the non-executive directors and chaired by Mike McGoun. The Audit Committee will generally meet twice each year and is responsible for making recommendations to the Board on the appointment of the auditors and the audit fee for reviewing the conduct and control of the annual audit and for reviewing the operation of the internal financial controls. It also has responsibility for the reporting of the financial performance of the Company and for reviewing financial statements prior to publication.

Remuneration Committee

The Company has established a Remuneration Committee currently composed of the non-executive directors and chaired by Mike McGoun. The Remuneration Committee will meet at least once a year and at such other times as the Chairman of the Committee shall require and it will review the performance of the executive directors and sets the scale and structure of their remuneration and the basis of their service agreements with due regards to the interests of shareholders. The Remuneration Committee also determines the allocation of share options to employees. It is a rule of the Remuneration Committee that a Director shall not participate in discussions or decisions concerning his/her own remuneration.

Nomination Committee

The Company has established a Nomination Committee currently composed of the non- executive directors and chaired by David Gare. The Nomination Committee will meet at least once a year and at such other times as the Chairman of the Committee shall require and has the responsibility for leading the process for Board appointments and making recommendations to the board accordingly via a formal, transparent and rigorous appointment procedure.

The Company has adopted an appropriate code for Directors’ dealing and will take all reasonable steps to ensure compliance by Directors and relevant employees in due course.

Instem plc is subject to the UK City Code on Takeovers and Mergers.

Information last reviewed: 17 May 2019