Corporate Governance and Board Committee Information

Corporate Governance and Board Committee Information

ThinkSmart Limited acknowledges the importance of the principles set out in the QCA Corporate Governance Code for small and mid-size quoted companies 2013 (the “QCA Corporate Governance Code”). Although the QCA Corporate Governance Code is not compulsory for AIM quoted companies, the Directors intend to apply the principles as far as they consider appropriate, given the size and nature of the ThinkSmart Group, in accordance with the QCA Corporate Governance Code.

Following Admission, the board will comprise three Executive Directors being Ned Montarello, Fernando de Vicente and Gary Halton and four Non-Executive Directors, being David Adams, Peter Gammell, Roger McDowell and Keith Jones, three of which are independent.

The board intends to meet regularly to consider strategy, performance and the framework of internal controls. To enable the board to discharge its duties, all Directors will receive appropriate and timely information. Wherever possible, briefing papers will be distributed to all Directors in advance of board meetings. All Directors will have access to the advice and services of the Executive Chairman, who will be responsible for ensuring that the board procedures are followed and that applicable rules and regulations are complied with.

ThinkSmart Limited is not subject to the UK City Code on Takeovers and Mergers. ThinkSmart Limited is, however, subject to Chapter 6 of the Corporations Act 2001 of the Commonwealth of Australia (the “Corporations Act”). Chapter 6 of the Corporations Act regulates the acquisition of control over the voting shares in ThinkSmart Limited.


Committees

The Audit and Risk Committee

The Audit and Risk Committee shall comprise a minimum of three members, the majority of whom shall be independent Non-Executive Directors. The chairman of the Audit and Risk Committee shall be an independent Non-Executive Director who is not the chairman of the Board. Additionally, all members of the Audit and Risk Committee should be financially literate and have familiarity with financial management and at least one member should have expertise in financial accounting and reporting. David Adams shall chair the Audit and Risk Committee. The Audit and Risk Committee’s primary responsibility is to (i) assist the Board in relation to the reporting of financial information; (ii) assist the Board in relation to the appropriate application and amendment of accounting policies; (iii) assist the Board in relation to the appointment, independence and remuneration of the external auditor; and (iv) provide a link between the external auditors, the Board and management of the Company. The Audit and Risk Committee shall also advise the Board on the Company’s overall risk appetite, tolerance and strategy. The Audit and Risk Committee shall meet at least twice a year at appropriate intervals in the financial reporting and audit cycle and otherwise as required in relation to its audit function and at least three times a year at appropriate times in relation to its risk function.

Audit and Risk Committee Terms of Reference


The Remuneration and Nomination Committee

The Remuneration and Nomination Committee shall comprise of a minimum of three members, the majority of whom shall be independent Non-Executive Directors. The chairman of the Remuneration and Nomination Committee shall be an independent Non-Executive Director who is not the chairman of the Board. Peter Gammell shall chair the Remuneration and Nomination Committee. The Remuneration and Nomination Committee’s duties include (i) reviewing and recommending to the Board the structure, size and composition of the Board, including the skills, knowledge, experience and diversity of the Board; (ii) recommending and monitoring the level and structure of remuneration for senior management; and (iii) reviewing the on-going appropriateness and relevance of the remuneration policy. The Remuneration and Nomination Committee shall meet as often as required and it is intended that it shall meet at least twice a year.

Remuneration and Nomination Committee Terms of Reference