Corporate Governance

Corporate Governance

Corporate Governance Code

As a Guernsey registered Company, OKYO Pharma is not under an obligation to adopt a Governance Code on a ‘comply or explain’ basis. However, given its status as a standard listed company on the main market for listed securities of the London Stock Exchange plc, the Directors recognise the importance of sound corporate governance and have opted to comply with QCA Corporate Governance Code, as published by the Quoted Companies Alliance, to the extent they consider appropriate in light of the Company’s size, stage of development and resources.

OKYO Pharma will hold Board meetings periodically as issues arise which require the Board’s attention. The Board will be responsible for the management of the business of OKYO Pharma, setting its strategic direction, establishing its policies and appraising the making of all material investments. It will be the Board’s responsibility to oversee the financial position of OKYO Pharma and monitor the business and affairs of OKYO Pharma on behalf of the shareholders, to whom the directors are accountable. The primary duty of the Board will be to act in the best interests of OKYO Pharma at all times. The Board will also address issues relating to internal control and OKYO Pharma’s approach to risk management.

OKYO Pharma has established an Audit Committee, a Remuneration Committee and a Nomination Committee of the Board with formally delegated duties and responsibilities.

• Audit Committee meets not less than three times a year. The committee is responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of OKYO Pharma is properly monitored and reported. In addition, the Audit Committee receives and reviews reports from management and the auditors relating to the interim report, the annual report and accounts and the internal control systems of OKYO Pharma.

• Remuneration Committee is responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options with due regard to the interests of the OKYO Pharma’s shareholders and the performance of OKYO Pharma.

• Nomination Committee is responsible for reviewing succession plans for the directors, including the Executive Chairman, and Senior Management.

Board Diversity Matrix

Takeover Code

OKYO Pharma is subject to the UK City Code on Takeovers and Mergers (the “Takeover Code”) as it is incorporated in Guernsey. As a result, a takeover of OKYO Pharma and certain stake-holding activities of a shareholder are governed by the Takeover Code. The Takeover Code obliges a person or persons acquiring at least 30 per cent. of voting rights in a company to which the Takeover Code applies to make an offer to acquire the rest of the voting rights.

Share Dealing Code

The Board has adopted a code for dealings in OKYO Pharma’s securities by Directors or applicable employees which contains provisions appropriate for a company whose shares are admitted to trading on the Official List.

OKYO Pharma will take all reasonable steps to ensure compliance by the Directors and any applicable employees with the terms of that share dealing code.