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Corporate Governance Code

The Directors believe that good governance is about helping to run the company well whilst promoting its success for the benefit of all its shareholders.

The Board has reviewed its internal corporate governance procedures, financial controls and reporting procedures and policies and consider these to be appropriate given the size and structure of the Company.

New rules on corporate governance for AIM companies mean that from 28 September 2018, each AIM company must disclose on its website the recognised corporate governance code that its board has decided to adopt.

Having compared the provisions of the Quoted Companies Alliance Code 2018 (“the QCA Code”) to the FCA UK Code on Corporate Governance 2016 (“the UK Combined Code”), the Filtronic Board has decided to apply the QCA Code, starting with the financial year ending 31 May 2019. The Board considers that the updated QCA code embodies the key principles of the UK Combined Code but in a more flexible and outcome-orientated manner more suited to the needs of the Company. The Board has been advised that over 90% of AIM listed companies are expected to adopt the QCA Code. The Board does not envisage any material change to the comprehensive governance policies and procedures developed and implemented over the years, and it intends to maintain the same high standards of governance. As required by the new AIM rules, certain prescribed disclosures in relation to the QCA Code have been added to the Company’s website and can be found at: www.filtronic.com/investors/corporate-governance/QCA

The Company will maintain its existing Share Dealing Code for Directors’ dealings, which is MAR compliant. The Share Dealing Code is intended to prevent the Directors and applicable employees from dealing in Ordinary Shares during close periods.

The Company intends to continue to hold timely board meetings as issues arise which require the attention of the Board. The Board will continue to be responsible for the management of the business of the Company, setting the strategic direction of the Company and establishing the policies of the Company. It will continue to be the Directors’ responsibility to oversee the financial position of the Company and monitor the business and affairs of the Company.

 

(This section was last reviewed on 26 September 2018)