Link to Admission Document - InternetQ

On Admission the audit committee will be comprised of the Non-Executive Directors and will bechaired by Stuart Cruickshank. The audit committee will, inter alia, determine and examine mattersrelating to the financial affairs of the Company including the terms of engagement of the Company’sauditors and, in consultation with the auditors, the scope of the audit. It will receive and review reportsfrom management and the Company’s auditors relating to the half yearly and annual accounts and theaccounting and the internal control systems in use throughout the Company.On Admission, the remuneration committee will be comprised of the Non-Executive Directors and willbe chaired by Iain Johnston. The remuneration committee will review and make recommendations inrespect of the Directors’ remuneration and benefits packages, including share options and the terms oftheir appointment. The remuneration committee will also make recommendations to the Boardconcerning the allocation of share options to employees under the Share Incentive Plan.On Admission the nomination committee will comprise of Michael Jolliffe, Iain Johnston andPanagiotis Dimitropoulos and will be chaired by Michael Jolliffe. The nomination committee willmonitor the size and composition of the Board and the other Board committees, be responsible foridentifying suitable candidates for board membership and monitor the performance and suitability ofthe current Board on an ongoing basis.1.23 Share Dealing CodeThe Company has adopted a share dealing code for Directors and applicable employees of theCompany, which is compliant with the AIM Rules, and will take proper steps to ensure compliance bysuch persons.1.24 The City CodeThe City Code applies, inter alia, to offers for all public companies (other than open ended investmentcompanies) which have their registered office in the United Kingdom, the Channel Islands or the Isleof Man. However, the Panel on Takeovers and Mergers will normally consider a company resident inthe United Kingdom, the Channel Islands or the Isle of Man only if it is incorporated in one of thosejurisdictions and has its place of central management in one of those jurisdictions. Whilst theCompany believes that its place of central management will be in United Kingdom, the ChannelIslands or the Isle of Man, the Panel on Takeovers and Mergers may not regard the Company as havingits place of central management in the United Kingdom, the Channel Islands or the Isle of Man, inwhich case, the Panel on Takeovers and Mergers may decline to apply the City Code to the Companywith the result that Shareholders may not receive the benefit of the takeover offer protections providedby the City Code.1.25 Further InformationPotential investors should read the whole of this document which provides additional information onthe Company and the Placing and not rely on summaries or individual parts only. Investors’ attentionis drawn, in particular, to the Risk Factors set out in Part II of this document and the additionalinformation set out in Part IV of this document.33