Corporate Governance

The enlarged Impellam Group is subject to the continuing requirements of the AIM Rules for Companies but is not required to comply with the UK Combined Code on Corporate Governance. Nevertheless, the Directors confirm that they will comply, so far as is practicable taking into account the Company's size and nature, with the provisions of the Combined Code and will seek to follow the recommendations on corporate governance of the Quoted Companies Alliance for companies whose shares are traded on AIM. The board of Impellam comprises of two Executive Directors and six Non-Executive Directors (including the Chairman). The Company regards Noël Harwerth and Valerie Scoular as independent Non-Executive Directors, within the meaning of "independent" as defined in the Combined Code. Andrew Wilson is not regarded as an "independent" Non-Executive Director because of his connection with Lord Ashcroft. Kevin Mahoney is not regarded as an "independent" Non-Executive Director because it is intended that he participate in the new long-term incentive plan.

An Audit Committee has been established to operate with effect from Admission. The Audit Committee is Chaired by Noel Harwerth, with Valerie Scoular as its other member. It will meet whenever there is business to discuss and at least three times each year. The Audit Committee is responsible for ensuring that the financial performance of the Company is properly monitored, controlled and reported on. It will also meet the auditors and review the auditors’ reports relating to accounts and internal control systems.

A Remuneration Committee has been established to operate with effect from Admission. The Remuneration Committee is Chaired by Valerie Scoular, with Noel Harwerth as its other member. It will meet whenever there is business to discuss and at least twice each year. The remuneration committee is responsible for determining Impellam’s overall policy on executive remuneration and for deciding the specific remuneration benefits and terms of employment for Executive Directors, the Chairman and the Company Secretary.

The Company has also adopted a share dealing code for the Directors and applicable employees, which is appropriate for a Company whose shares are admitted to trading on AIM and will comply with rule 21 of the AIM Rules for Companies.