Corporate Governance

The Board of Angling Direct is committed to good corporate governance and accordingly applies the corporate governance guidelines of the QCA Code.

The Company has adopted, and will operate a share dealing code for Directors and other applicable employees under the equivalent terms to those provided by Rule 21 of the AIM Rules for Companies. The Board has established an Audit Committee and a Remuneration Committee, with formally delegated duties and responsibilities as described below.

(a) Audit Committee

The Audit Committee will have the primary responsibility of monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. It will receive and review reports from the Group’s management and external 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 external auditors.

The Audit Committee will be chaired by Chris Keen, with Nicola Murphy as a committee member.

(b) Remuneration Committee

The Remuneration Committee will consist of a committee chaired by Nicola Murphy, with Chris Keen as a committee member. 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 service. The Remuneration Committee will also make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration Committee will meet as and when necessary. In exercising this role, the Directors shall have regard to the recommendations put forward in the UK Corporate Governance Code and the QCA Corporate Governance Code for Small and Mid-size Quoted Companies 2013.

(c) Share Dealing Code

The Company has adopted a share dealing code regulating share trading and the confidentiality of inside information for the Directors and other persons discharging managerial responsibilities (and persons closely associated with them), which contains provisions appropriate for a company whose shares are admitted to trading on AIM (particularly relating to not dealing during closed periods) and which are in line with the requirements of the Market Abuse Regulation. The Company will take all reasonable steps to ensure compliance by the Directors and any relevant employees with the terms of that share dealing code.