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Governance Policy

The UK Corporate Governance Code published by the Financial Reporting Council does not apply to AIM companies. Accordingly, the Company does not comply with any corporate governance code. However, the Directors recognise the importance of good corporate governance and intend to comply with the provisions of the Corporate Governance Guidelines for Smaller Quoted Companies, published from time to time by the Quoted Companies Alliance, to the extent that they believe it is appropriate in light of the size, stage of development and resources of the Company.

The Corporate Governance Guidelines were devised by the Quoted Companies Alliance ("QCA"), in consultation with a number of significant institutional small company investors, as an alternative corporate governance code applicable to AIM companies. An alternative code was proposed because the QCA considers the UK Corporate Governance Code to be inappropriate to many AIM companies.

The Corporate Governance Guidelines state that, "The purpose of good corporate governance is to ensure that the company is managed in an efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer term."

The Board of Directors normally meet nine times a year to review the Group's strategy and oversee the Group's progress towards its goals. The Board has established two Standing Commitees i.e. audit and remuneration committees.

 
Audit Committee

The audit committee is chaired by Phil Crooks and its other member is Paul Latham. The committee meets at least twice a year and is responsible for ensuring that the financial performance of the Company is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies.
 
Remuneration Committee

The remuneration committee is chaired by Paul Latham and its other members are rRichard Martin and Phil Crooks. The committee meets at least twice a year.

The remuneration committee has responsibility for determining, within agreed terms of reference, the Group's policy on the remuneration of senior executives and specific remuneration packages for Executive Directors, including pension rights and compensation payments. It is also responsible for making recommendations for grants of options under the Share Option Plan.

The remuneration of Non-Executive Directors is a matter for the Board. No Director is permitted to be involved in any discussions as to their own remuneration.

Takeover Code Statement

MCO PLC is subject to the UK City Code on Takeovers & Mergers.

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