boohoocom-plc-final-admission-document-5-march-2014

The Company has entered into an option agreement (“PLT Option”) with Umar Kamani, Adam Kamani and
Samir Kamani, pursuant to which the Company may, should it so choose, acquire the entire issued share
capital PrettyLittleThing.
The PLT Option lasts for a period of three years from the date of Admission, and the purchase price is the
lower of either £5 million or the price otherwise agreed between the parties. Should the PLT Option lapse,
the Company has the power under the PLT Option to require that PrettyLittleThing cease trading and be
wound up immediately. In the event of lapse the Company shall also acquire, for the sum of £1, the domain
name www.prettylittlething.com as well as any intellectual property owned by PrettyLittleThing (including
any other domain names and trade marks owned by PrettyLittleThing).
Further details of the PLT Option are contained in paragraph 15.6.1 of Part V of this document.
18. CORPORATE GOVERNANCE
The Directors acknowledge the importance of the principles set out in 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 for a company of boohoo’s size
and nature in accordance with the QCA Corporate Governance Code for Small and Mid-Size quoted
companies 2013.
Following Admission, the Board will comprise 8 Directors, 3 of whom shall be executive Directors and 5 of
whom shall be non-executive Directors, reflecting a blend of different experience and backgrounds. Each of
Peter Williams, David Forbes, Mark Newton-Jones and Stephen Morana are prior to appointment considered
to be “independent” non-executive Directors under the criteria identified in the QCA Corporate
Government Code. In addition, David Forbes will be the Senior Independent Director.
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.
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 Chief Financial Officer, who will be responsible for ensuring that the Board
procedures are followed and that applicable rules and regulations are complied with. In addition, procedures
will be in place to enable the Directors to obtain independent professional advice in the furtherance of their
duties, if necessary, at the Company’s expense.
Annex I
16.4
Board Committees
The Company will, upon Admission, have Audit, Nomination and Remuneration Committees.
Annex I 16.3
The Audit Committee will have Stephen Morana as Chairman, and will have primary responsibility for
monitoring the quality of internal controls, ensuring that the financial performance of the Company is properly
measured and reported on and reviewing reports from the Company’s auditors relating to the Company’s
accounting and internal controls, in all cases having due regard to the interests of Shareholders. The Audit
Committee will meet at least twice a year. Mark Newton-Jones and David Forbes will be the other members
of the Audit Committee.
The Nomination Committee will have Peter Williams as Chairman, and will identify and nominate for the
approval of the Board candidates to fill board vacancies as and when they arise. The Nomination Committee
will meet at least twice a year. David Forbes, Mark Newton-Jones and Stephen Morana will be the other
members of the Nomination Committee.
The Remuneration Committee will have David Forbes as Chairman, and will review the performance of the
executive Directors and determine their terms and conditions of service, including their remuneration and
the grant of share awards, having due regard to the interests of Shareholders. The Remuneration Committee
will meet at least twice a year. Mark Newton-Jones and Stephen Morana will be the other members of the
Remuneration Committee.
The Directors understand the importance of complying with the AIM Rules relating to Directors’ dealings
and have established a share dealing code which is appropriate for an AIM quoted company.
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