INSPECS Group plc Corporate Governance Statement

Approved by the Board 12 May 2020

Please read our Corporate Governance Statement on pages 48-61 of our Annual Report & Accounts.

The Board

The Board comprises Six Directors, two of whom are executive Directors and four of whom are non-executive Directors, reflecting a blend of different experience and backgrounds. All of the non-executive Directors are considered to be independent. The Board meets regularly and is responsible for strategy, performance, approval of any major capital expenditure and the framework of internal controls. The Board has delegated specific responsibilities to the committees referred to below, all of which have written terms of reference and formally delegated duties.

Audit and Risk Committee

The Group has established an Audit and Risk Committee, which will comprise Christopher Hancock as chairman and Richard Peck. The Audit and Risk Committee is responsible for determining the application of the financial reporting and internal control and risk management principles, including reviewing regularly the effectiveness of the Group’s financial reporting, internal control and risk-management procedures and the scope, quality and results of the external audit.

Remuneration and Nomination Committee

The Group has established a Remuneration and Nomination Committee, comprising Lord MacLaurin as chairman and Christopher Hancock. The Remuneration and Nomination Committee will review the performance of the executive Directors and set the scale and structure of their remuneration and the basis of their service agreements with due regard to the interests of Shareholders. In determining the remuneration of executive Directors, the Remuneration and Nomination Committee will seek to enable the Group to attract and retain executives of the highest calibre. The Remuneration and Nomination Committee will also make recommendations to the Board concerning the allocation of awards under the Share Plans and for the administration of the Share Plans. No Director is permitted to participate in discussions or decisions concerning his or her own remuneration. In addition, the Remuneration and Nomination Committee will also be responsible for reviewing the structure, size and composition of the Board, preparing a description of the role and capabilities required for a particular appointment and identifying and nominating candidates to fulfil Board positions as and when they arise.

Group Projects and Acquisitions Committee

The Group has established a Group Projects and Acquisitions Committee, comprising Chris Hancock as chairman, Richard Peck, Robin Totterman and Christopher Kay. The Group Projects and Acquisitions Committee will be authorised to approve merger and acquisition transactions and investment transactions by the Company within the parameters set by the Board.

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