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Governance

The Directors are committed to maintaining high standards of corporate governance.

The Directors have established procedures, so far as is practicable, given the Company’s size, to comply with the Combined Code as modified by the recommendations of the Quoted Companies Alliance. The Company has adopted and operates a share dealing code for directors and senior employees on substantially the same terms as the Model Code and MAR appended to the Listing Rules of the UKLA.

The Board

The Board meets regularly throughout the year. To enable the Board to perform its duties, each of the Directors has full access to all relevant information and to the services of the Company Secretary. If necessary the non-executive directors may take independent professional advice at the Company’s expense.

The Board has delegated specific responsibilities to the committees described below.

The Audit Committee

The audit committee comprises John Laycock and Patrick Cross. The committee reviews the Company’s annual and interim financial statements before submission to the Board for approval. The committee also reviews regular reports from management and the external auditors on accounting and internal control matters. When appropriate, the committee monitors the progress of action taken in relation to such matters. The committee also recommends the appointment of, and reviews the fees of, the external auditors.

Audit Committee Charter

The Remuneration Committee

The remuneration committee is made up of John Laycock and Patrick Cross. . It is responsible for reviewing the performance of the Executive Directors and for setting the scale and structure of their remuneration, paying due regard to the interests of shareholders as a whole and the performance of the Company.

Remuneration Committee Charter

Statement of Compliance with QCA Corporate Governance Code

The Board of Empyrean are committed to maintaining high standards of corporate governance. The London Stock Exchange has announced that all AIM companies will be required to apply a recognised corporate governance code from 28 September 2018. In connection with the introduction of these new requirements, the Quoted Companies Alliance has published a new corporate governance code which the Company will be applying from 28 September 2018.

The Board of Empyrean have adopted the Quoted Companies Alliance Corporate Governance Code (the QCA Code) in line with these requirements.

In this section we outline our approach to addressing the 10 corporate governance principles of the QCA Code. Empyrean will provide further updates on its compliance with the QCA Code in future annual reports.

Statement of Compliance with QCA Corporate Governance Code