Corporate Governance

The Board fully supports the underlying principles of corporate governance contained in the Corporate Governance Code, notwithstanding that, as its securities are not listed on the Official List, it is not required to comply with such recommendations. It has sought to comply with the provisions of the Corporate Governance Code, insofar as is practicable and appropriate for a public company of its size and nature, and recognises its overall responsibility for the Company’s systems of internal control and for monitoring their effectiveness.

The Company holds regular board meetings. The Directors are responsible for formulating, reviewing and approving the Company’s strategy, budget and major items of capital expenditure.

The Directors have established an audit committee and a remuneration committee of the Board with formally delegated duties and responsibilities. Each of these committees will meet at least three times each year.





Board Committees

Audit Committee

The Audit Committee is comprised of Neil Warner, Luca Lodi-Rizzini and David Gann, and is chaired by Neil Warner. The Audit Committee, amongst other duties, determines and examines matters relating to the financial affairs of the Company including the terms of engagement of the Company’s auditors and, in consultation with the auditors, the scope of the audit. It receives and reviews reports from management and the Company’s auditors relating to the half yearly and annual accounts and the accounting and the internal control systems in use throughout the Company and its subsidiary undertakings.

Remuneration Committee

The Remuneration Committee is comprised of Neil Warner, Luca Lodi-Rizzini and David Gann, and is chaired by Luca Lodi-Rizzini. The Remuneration Committee reviews and makes recommendations in respect of the Directors’ remuneration and benefits packages and that of senior employees, including share options and the terms of their appointment. The Remuneration Committee also makes recommendations to the Board concerning the allocation of share options to employees under the Share Scheme.

The City Code

Directa Plus plc is a public company incorporated in England and Wales, and whose securities are traded on AIM, a market operated by the London Stock Exchange plc. The UK City Code on Takeovers and Mergers (the “City Code”) applies to all companies who have their registered office in the UK, Channel Islands or Isle of Man and whose securities are traded on a regulated market in the UK or a stock exchange in the Channel Islands or Isle of Man or a multilateral trading facility. Accordingly, the City Code applies to Directa Plus plc.

DIRECTA PLUS S.p.A - Company under the management and coordination of Directa Plus PLC - Via Cavour 2 - 22074 Lomazzo (CO) Italy - Tax/VAT number and Trade register N. 04783370960 – Rea CO 0310025 - Issued Capital Stock Euro 1.485.611,00