Corporate Governance

The Company supports the highest standards of corporate governance and recognises the importance of the UK Corporate Governance Code (compliance with which is not mandatory for companies admitted to trading on the NEX Exchange Growth Market). The Company intends to comply with its principles so far as it is practicable and appropriate given the nature and size of the Company and the size and constitution of the Board. The Board also intends to apply the relevant principles of the Corporate Governance Code for small and mid-size quoted companies as published by the Quoted Companies Alliance in May 2013.

 

The Board will be responsible for the strategic direction of the Company, monitoring the Group’s trading performance and appraising and executing development and acquisition opportunities. The Company will hold regular Board meetings, at which financial and other reports, including, inter alia, working capital reports, review of new of new business opportunities and acquisition opportunities, will be considered and, where appropriate, voted on.

 

Following Admission, due to the size and nature of Zapp, audit and risk management issues will be addressed by the Directors as a whole, rather than by separate committees. As Zapp develops, the Board will consider establishing separate audit and risk management committees and will consider developing further policies and procedures, which reflect the principles of good governance.

 

Zapp has adopted a share dealing code for dealings in securities of Zapp by the Directors and Persons Discharging Managerial Responsibility which is appropriate for a company whose shares are traded on the NEX Exchange Growth Market. This will constitute Zapp’s share dealing policy for the purpose of compliance with UK legislations including the Market Abuse Regulation and Rule 71 of the NEX Exchange Rules. It should be noted that the insider dealing legislation set out in the Criminal Justice Act 1993, as well as provisions relating to market abuse, will apply to Zapp and dealings in Ordinary Shares.

 

Zapp has implemented an anti-bribery and corruption policy and has also implemented appropriate procedures to ensure that the Board, employees and consultants comply with the Bribery Act 2010.

 

The Directors have established financial controls and reporting procedures which are considered appropriate given the size and structure of Zapp.