Corporate Governance

The Corporate Governance Code, which was updated in September 2012, applies only to companies on the Official List and not to companies admitted to AIM. However, the Directors recognise the importance of sound corporate governance and intend that the Group will comply with the provisions of the Corporate Governance Code and the Corporate Governance Guidelines for Smaller Quoted Companies, as published by the Quoted Companies Alliance, insofar as they are appropriate given the Group’s size, stage of development, and resources of an AIM-quoted company. As the Group grows, the Directors intend that the Company should develop policies and procedures which reflect the Corporate Governance Code, so far as it is practicable taking into account the size and nature of the Group.

The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets and corporate actions. Following Admission, the Group intends to hold Board meetings at least 10 times each financial year and at other times as and when required.

The Group has established properly constituted audit and compliance committee and a remuneration committee with formally delegated duties and responsibilities.

The audit and compliance committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. As well as ensuring compliance with the AIM Rules concerning disclosure of information, it will receive and review reports from the Group’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The audit committee will meet not less than twice in each financial year and will have unrestricted access to the Group’s auditors. On Admission the members of the audit committee will be Brian Wong Wye Pong, who will act as chairman of the committee, Du Kiat Wai and David Cotterell.

The remuneration committee will review the performance of the executive directors and make recommendations to the Board on matters relating to their remuneration and terms of employment. The committee will also make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. The committee will meet as and when necessary to assess the suitability of candidates proposed for appointment by the Board. In exercising this role, the Directors shall have regard to there commendations put forward in the Corporate Governance Code. On Admission the members of the remuneration committee are David Cotterell, who will act as chairman of the committee, Brian Wong Wye Pong and Du Kiat Wai.

RapidCloud International Plc is subject to the UK City Code on Takeovers and Mergers, or any other such legislation or code in its country of incorporation or operation, or any other similar provisions it has voluntarily adopted.