CORPORATE GOVERNANCE REPORT

Introduction

There is no applicable regime of corporate governance to which the directors of a Jersey company must adhere over and above the general fiduciary duties and duties of care, skill and diligence imposed on such directors under Jersey law. As a Jersey company and a company with a Shell Companies listing category, the Company is not required to comply with the provisions of the UK Corporate Governance Code. Nevertheless, the Directors are committed to maintaining high standards of corporate governance and, so far as is practicable given the Company's size and nature, have voluntarily adopted and comply with the Quoted Companies Alliance Code ("QCA Code").

QCA CODE

The QCA Code is a pragmatic and practical corporate governance tool which adopts a proportionate, principles-based approach which the Board believes will enable the explanation of how the Company applies the QCA Code and its overall corporate governance arrangements. The QCA Code is constructed around 10 broad principles which are set out below together with an explanation of how the Company will comply with each principle, and where it will not do so, an explanation for that. 

THE BOARD

As suggested by the QCA, the Chairman makes the following statement in relation to corporate governance:

"As Chairman of the Company, I lead our Board of Directors and have primary responsibility for ensuring that the Company meets the standards of corporate governance expected of a listed Shell Company of our size. Our over-arching role as a Board is to be responsible for the Company's investing policy and to ensure that it is being properly pursued. In pursuing that strategy, our second key focus is to supervise, manage and objectively assess decisions and performance of investments. Given there is no executive team or management in the Company, this direct responsibility is critically important in terms of delivering value to our shareholders. 

We set out below how we as a Board seek to apply the QCA Code, bearing in mind the Shell Company nature of the Company. Being a Shell Company means we are naturally focused on investment strategy and deploying our cash resources in the most efficient way to secure investments and to generate returns for shareholders in the medium to long term, balancing the potential risks and rewards of each potential investment. We have a rigorous investment process including third-party legal, commercial, and financial due diligence, and will procure site visits, management meetings, and independent valuations where relevant. We are not a large corporate with multiple stakeholders and, as noted above, our Board is non-executive at the date of this report. We, therefore, intend to take a pragmatic approach to governance structures and processes and whilst implementing a high-bar governance culture at Board level, will adopt policies, procedures and systems which we think are appropriate to a listed Shell Company and for any potential transaction."

The Board and Board Committees

The Company holds board meetings as required and not less than four times annually. The Board has established terms of reference for but has not delegated matters to committees. Given the Company's current stage of development and currently with only two non-executive Directors, the Board takes responsibility for overseeing audit, nomination, remuneration and investment matters.

The Board has established terms of reference for the following Committees:

The Nominations and Remuneration Committee

To review the proposed appointments of directors, and the scale and structure of the Directors' remuneration and the terms of their service or employment contracts, including warrant schemes and other bonus arrangements. The remuneration and terms and conditions of the non-executive Directors are to be set by the entire Board, with Directors absenting themselves, at the appropriate time, from discussions on matters directly reflecting their remuneration.

The Audit Committee

The Audit Committee will appoint and determine the terms of engagement of the Group's auditors and will determine, in consultation with the auditors, the scope of the audit. The Audit Committee monitors the independence of the Group's auditor, and the appropriateness of any non-audit services. The Audit Committee receives and reviews reports from management and the Group's auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee has unrestricted access to the Group's auditors. The Audit Committee makes recommendations to the Board.

DELIVER GROWTH

Principle 1: Establish a purpose, strategy and business model which promotes long-term value for shareholders

Application

(a)  The board must be able to express a shared view of the company's purpose, business model and strategy.

(b)  A company's purpose is its essential reason for being. The business model and strategy should fall out of this. A board should be able to explain, beyond a simple description of products and corporate structures, how the company intends to deliver shareholder value in the medium to long-term.

(c)  In explaining the strategy, the board should have specific long-term objectives against which it can determine if the company is succeeding and in so doing delivering on its purpose.

(d)  The board should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long-term future.

Compliance

The Board will be concentrating on the reverse takeover transaction following its current suspension from market trading.

The Board maintains access to a strong pipeline of targets consisting of companies with strong management teams and good growth prospects. The Board's primary objective is to complete the current transaction.

The Board maintains a vigilant watch over the current investment climate and macro-economic conditions worldwide. These factors have the potential to impact and pose challenges to the Company's execution strategy. This includes considerations of regulatory and governmental policy changes that may arise, requiring the Company to adapt and navigate accordingly.

Principle 2: Promote a corporate culture that is based on ethical values and behaviours

Application

(a)  The board should embody and promote a corporate culture that is based on sound ethical values and behaviours, and which is supportive of the delivery of the company's established purpose, strategy and business model.

(b)  The desired culture should be reflected in the actions and decisions of the board and executive management team. Corporate values should guide the objectives and strategy of the company.

(c)  The culture should be visible throughout the company's operations, including recruitment, nominations, training, and engagement. The performance and reward system throughout the company should reflect and reinforce the maintenance of this culture.

(d)  The corporate culture should be recognisable throughout the disclosures in the annual report, website, and any other communications by the company, both internal and external.

Compliance

The Board is focused on securing funding, making qualifying investments and generating investment returns for its shareholders and will at all times seek to follow ethical practises and to engage with similarly committed parties, but this is not an absolute determinant for any transaction. As discussed above, given the Company is a listed Shell Company currently with no employees or other internal stakeholders, the Board cannot presently drive a corporate culture within the business.

Principle 3: Seek to understand and meet shareholder needs and expectations

Application

(a)  Directors must develop a good understanding of the needs and expectations of all elements of the company's shareholder base.

(b)  Where not already required, companies with a controlling shareholder (for example, an investor controlling 30% or more of the votes able to be cast at a general meeting of the company) should consider putting in place arrangements to protect minority shareholders which may include a relationship agreement or other measures.

(c)  The board should ensure proactive engagement with shareholders on governance matters. This should be led by the chair or, where appropriate, the Senior Independent Director. Other directors, such as the chairs of the board's sub-committees, should also make themselves available for engagement with shareholders.

(d)  The board must manage shareholders' expectations and should seek to understand the motivations behind shareholder voting decisions.

Compliance

The Board is aware of the need to protect the interests of minority shareholders and the balancing of these interests with those of any majority shareholders. The Board also considers the terms of the relationship agreement the Company has entered with its largest shareholders and, where necessary, will enforce any relevant terms.

The Company regularly updates the market via its RNS news feed of any disclosable matters and where appropriate, also uses social media platforms to engage with a wider audience.

The Company publishes all relevant materials, according to QCA definitions, on its website. This includes annual reports and shareholder circulars.

Principle 4: Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success

Application

(a)  Long-term success relies upon good relations with a range of different stakeholder groups.

(b)  The board should periodically identify the company's key stakeholders - for example, suppliers, customers, employees, communities, regulators, or others. The board should understand their needs, interests, and expectations.

(c)  Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholders.

(d)  The company should devote particular attention to its workforce and ensure that its practices towards its employees (direct and indirect) are consistent with the company's values. Arrangements should be in place to enable employees to raise concerns in confidence and processes to ensure that such matters are considered and where appropriate actions are taken.

(e)  The governance and appropriate oversight of a company's approach towards relevant environmental and social issues is a responsibility of the board. Matters that relate to the company's impact on society, the communities within which it operates, or the environment - including those relating to or stemming from climate change - have the potential to affect the company's ability to deliver shareholder value over the medium to long-term. These matters must be integrated into the company's strategy, risk management and business model.

Compliance

The balance of economic value to the Group and environmental and social impact will be carefully considered, not only throughout acquisition due diligence for any potential investments but also in the ongoing monitoring of performance indicators of invested projects, with the maintenance of high environmental and social standards is a key priority. The Board is conscious of its responsibilities in relation to society, particularly in developing economies.

The key resources for the Company are principally its Board of Directors and the Company's external advisors including its brokers, lawyers and auditors.  The Company relies on a network of intermediaries to originate investment deal flow. The Board engages with its advisors on a regular basis and takes feedback from it throughout the year. In particular, it seeks advice in relation to regulatory and statutory compliance and their impact on its investments from its legal advisor and from the auditors in relation to accounting matters including fair value and the annual audit.

Principle 5: Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation

Application

(a)  The board needs to ensure that the company's risk management framework identifies and addresses all relevant risks in order to execute and deliver on its stated purpose and strategy. Companies need to consider not only the enterprise view but also their extended business, including the company's entire supply chain, other material third-parties (including suppliers of outsourced services) and any reliance on strategic partners.

(b)  Setting strategy includes determining the extent of exposure to the identified principal risks that the company is able to bear and willing to take (risk tolerance and risk appetite). The company should ensure that a balanced view of risk is achieved, and, as well as threats should consider opportunities and the potential for value creation.

(c)  The board should ensure that all potential risks are considered, on a proportionate and material basis, including those relating to climate change.

(d)  The board should review and consider whether the company's enterprise-wide internal controls are sufficiently robust to manage the identified risks adequately.

(e)  To achieve effective risk management, the board, and in particular the audit committee, must ensure that there are appropriate assurance activities in operation. This may be based on access to internal resources, or particularly in specialist or technical areas, the utilisation of external experts.

(f)   It is important to ensure that the company auditor is and is seen to be sufficiently independent of management.

Compliance

Effective risk management in relation to a transaction is key to the Board's assessment of potential transaction performance. Measuring risk in a transaction case, in terms of both how it can be mitigated and the potential upside of taking on such risk are critical elements of the analysis produced by the Company and reviewed by the Board for each transaction. The Board also considers at all times regulatory requirements to avoid the risk of delisting, to enter into transactions consistent with its Company Objective and Business Strategy and to ensure a transaction's continuing qualification. 

MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK

Principle 6: Establish and maintain the board as a well-functioning, balanced team led by the Chair

Application

(a)  The board members have a collective responsibility and legal obligation to promote the interests of the company and are collectively responsible for defining corporate governance arrangements. The board should not be dominated by one person or a group of people, and each director must be able to commit the time necessary to fulfil their role. Ultimate responsibility for the quality and effectiveness of the board lies with the chair.

(b)  Shareholders should be given the opportunity to vote annually on the (re-)election of all individual directors to the board.

(c)  In order to uphold the quality of board independence (see section 4 for more guidance), the board should be comprised of an appropriate balance between executive and non-executive directors. The independent non-executive directors should comprise at least half of the board. The chair, if independent upon appointment and still considered independent (see paragraph e), can be included in this calculation. However, as a minimum there should be at least two non-executive directors whom the board considers to be independent.

(d)  Key committees, in particular the audit committee and remuneration committee, should comprise at least a majority of independent NEDs and ideally aim for full independence. The company should consider whether it is appropriate to have a senior independent director.

(e)  Boards should be sensitive to both real and perceived impediments to independence. Consideration should be given to those factors which may impede independence which include (but are not limited to): length of board tenure; size of shareholding; prior and/or current commercial or contractual relationships with the company; prior and/or current commercial or contractual relationships with executive directors; and significant incentive pay arrangements beyond a director's fee.

(f)   Since independence can be easily compromised, NEDs should rarely participate in performance-related remuneration schemes or have a significant interest in a company share option scheme. Where performance-related remuneration is considered beneficial, it should be proportionate, and shareholders should be consulted before proceeding.

(g)  The board should reflect on its own levels of diversity. Of most importance is ensuring the board possesses the necessary knowledge and skillset - while avoiding groupthink. Consideration should be given to factors such as socio-economic backgrounds, nationality, educational attainment, gender, ethnicity and age. Boards should assess how their collective and individual perspectives add to board discussions and ensure there is sufficiently wide-ranging and business relevant input, to deliver the best decision-making process in the context of the company's business model, geographic footprint and forward-looking strategy. This assessment should feed into ongoing succession planning for the board.

Compliance

The Board currently consists of the non-executive Chairman and one other non-executive Director.

These individuals serve as non-executive Directors and are regarded as independent directors.

Each non-executive Director is engaged on a rolling three-year contract basis with three months' notice on either side and is required to commit to the time necessary to fulfil their roles.

The non-executive Directors' roles and responsibilities include but are not limited to engaging potential advisors and other parties across the Company's domain globally, initiating and agreeing terms of engagement to support the business development of the Company, liaising with the Company's lawyers and other advisors in London, being the main representative of the Board for making public announcements and engaging with Shareholders, Investors and other Stakeholders to promote the Company and its business objectives.

Principle 7: Maintain appropriate governance structures and ensure that, individually and collectively, directors have the necessary up-to-date experience, skills and capabilities

Application

(a)  The company should maintain governance structures and processes in line with its desired corporate culture and appropriate to its:

(i)  size and complexity; and

(ii) capacity, appetite and tolerance for risk.

(b)  The governance structures, processes and policies should evolve over time in parallel with its size, strategy and business model to reflect its maturity and stage of development.

(c)  The board should be supported by committees - typically at least an audit, remuneration and nomination committee - that also have the necessary skills and knowledge to discharge their duties and responsibilities effectively.

(d)  The board should ensure that it has the necessary skills and experience to fulfil its governance responsibilities, including among other things with respect to cyber security, emerging technologies, and relevant sustainability matters such as climate change. The board should consider any need to establish further dedicated sub-committees and, where appropriate, seek input from external advisers on such matters.

(e)  All directors should continually update their skills and knowledge. As a company and the external environment evolves, the mix of skills and experience required on the board will change. The board should consider its training and development needs in this context, plan ahead and structure such provision accordingly.

(f)   The board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight. The board should consider this and the design and implementation of its decision-making processes to ensure they are effective.

Compliance

Directors who have been appointed to the Company have been chosen because of the skills and experience they offer. The identity of each Director and his biographical summary is provided on the Company's website, which includes each Director's relevant experience, skills, personal qualities, and capabilities. The current Directors offer a mix of investment, governance, operational, sector and geographical expertise and exposure.

The Board has not taken any specific external advice on a specific matter, other than in the normal course of business as a listed Shell Company and in pursuit of the Investment Policy. There are no internal advisors to the Board. The Directors rely on access to the Company's advisors to keep their skills up to date and through attending market updates and other seminars provided by the advisors, the London Stock Exchange plc and regulators.

Principle 8: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

Application

(a)  The board should regularly review its performance as a unit, as well as that of its committees and the individual directors.

(b)  The board performance review should be carried out on an annual basis and include opportunities for improvement with respect to the performance of the chair, and the operation of the board and its committees. The review should identify development or mentoring needs of individual directors and/or the wider senior management team.

(c)  The annual review can be carried out internally and should, ideally, be supplemented periodically by an external independent third-party review.

(d)  It is healthy for membership of the board to be periodically refreshed. No member of the board should become indispensable.

(e)  Succession planning for both the executives and non-executives is a vital task for boards. This should extend to contingency planning for the absence of key staff. There should be a robust process for the orderly appointment of new directors to the board and senior management positions. Consideration should be given to establishing a nomination committee to help with the process and ensure a diverse pipeline - both internally and externally - for succession. The skills, experience, capabilities and background required for directors and senior management to support the next stage of the company's development should be identified and factored into succession planning.

Compliance

The Board currently consists of non-executive Directors, the Company having no employees. In this regard, Board performance and oversight lies predominantly with the Chairman and other stakeholders, particularly shareholders.

The annual general meeting is held with shareholders where feedback on the Company's progress is sought, and this interaction provides valuable input on Board performance. Advice is also sought on Board composition on an ongoing basis from the Company's advisors.

The composition of the Board is reviewed regularly, and changes made where appropriate. The Company has recently made changes to the Board to realign its skills and experience base and may make further appointment of additional Directors in due course.

The Board does not carry out a formal review process.

Principle 9: Establish a remuneration policy which is supportive of long-term value creation and the company's purpose, strategy and culture

Application

(a)  It is the board's responsibility to establish an effective remuneration policy which is aligned with the company's purpose, strategy and culture, as well as its stage of development.

(b)  A remuneration policy should motivate management and promote the long-term growth of shareholder value. Remuneration practices across the company, in particular for senior management, should support and reinforce the desired corporate culture and promote the right behaviours and decisions.

(c)  Pay structures for senior management should be simple and easy for participants to understand and foster alignment with shareholders through the building and holding of a meaningful shareholding in the company.

(d)  The remuneration committee should, as necessary, consult with other board committees in order to set appropriate incentive targets and to appraise performance in respect of those targets.

(e)  The annual remuneration report should be put to an advisory shareholder vote. Where not mandated to be put to a binding vote, remuneration policies should at least be put to an advisory vote. Larger companies may wish to follow best practice and put their remuneration policy to a binding shareholder vote. Given the significance and dilutive impact of such plans, new (or significant amendments to existing) share schemes or long-term incentive plans should be put to a shareholder vote.

Compliance

Compliance with this section is currently limited in its application, due to the Company having only two remunerated Non-executive Directors. The Company intends to adopt a new Remuneration Policy at an appropriate stage of the Company's strategic development and operational expansion of its Board, Officers and senior management following completion of a transaction. 

BUILD TRUST

Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

Application

(a)  A healthy dialogue should exist between the board and all of its key stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company. Board members, in particular the chair, should be proactive in their effort.

(b)  In particular, appropriate communication and reporting structures should exist between the board and all constituent parts of its shareholder base and other key stakeholders. This will assist:

(i)     the communication of shareholders' and other key stakeholders' views to the board; and

(ii)    the shareholders' and other key stakeholders' understanding of the unique circumstances and constraints faced by the company.

(c)  Boards should ensure that corporate disclosures, in particular through annual reporting, are appropriate to satisfy the reporting needs of investors, including, but not limited to, sustainability matters.

(d)  It should be clear where communication practices are described (annual report or website).

Compliance

The Board attaches great importance to providing shareholders with clear and transparent information on the Group's activities, strategy, and financial position. Details of all shareholder communications are provided on the Company's website, including historical annual reports and governance-related material together with notices of all general meetings since its incorporation. The Company discloses outcomes of all general meeting voting.

The Company works with its advisors on managing its communications strategy and to assist in the review and distribution of regular news and regulatory announcements. Periodic announcements are made regarding the Company's activities and in accordance with its reporting calendar, as well as other market and regional news relevant to the Company's business.

The Company lists contact details on its website and on all announcements released via RNS, should shareholders wish to communicate with the Board.

GOLDEN ROCK GLOBAL BOARD

Leadership

The terms and conditions of appointment of the non-executive directors are available for inspection at the Company's registered office.

Role of the Board

The Board sets the Company's strategy, ensuring that the necessary resources are in place to achieve the agreed strategic priorities, and reviews management and financial performance. It is accountable to shareholders for the creation and delivery of strong, sustainable financial performance and monitoring the Company's affairs within a framework of controls which enable risk to be assessed and managed effectively. The Board also has responsibility for setting the Company's core values and standards of business conduct and for ensuring that these, together with the Company's obligations to its stakeholders, are widely understood throughout the Company. The Board has a formal schedule of matters reserved which is detailed later in this report.

Board Meetings

The core activities of the Board are carried out in scheduled meetings of the Board and its Committees. These meetings are timed to link to key events in the Company's corporate calendar. Outside the scheduled meetings of the Board, the Directors maintain frequent contact with each other to keep them fully briefed on the Company's operations. In the period under review the Board met on seven occasions. Member's attendance record:

Matters reserved specifically for Board

The Board has a formal schedule of matters reserved that can only be decided by the Board. The key matters reserved are the consideration and approval of:

·      The Company's overall strategy;

·      Financial statements and dividend policy;

·      Management structure including succession planning, appointments and remuneration (supported by the Remuneration Committee);

·      Material acquisitions and disposals, material contracts, major capital expenditure projects and budgets;

·      Capital structure, debt and equity financing and other matters;

·      Risk

·      The Company's corporate governance and compliance arrangements; and

·      Corporate policies.

Summary of the Board's work in the period

During the period under review, the Board devoted its time to seeking further funding and transaction opportunities.

The Chairman sets the Board Agenda and ensures adequate time for discussion.

The Non-executive Directors brought a broad range of business and commercial experience to the Company and had a particular responsibility to challenge independently and constructively the performance of the Executive Director and to monitor the Company's performance in the delivery of the agreed objectives and targets. The Board considered John Croft and Paul Carroll to have been independent in character and judgement throughout the period.

The independent Directors have effectively operated as Committee members during the year. There were no committee meetings during the year owing to the absence of an Audit or Remuneration matters, other than the Company's review of its internal controls and matters related to the annual independent audit, to be considered.

Experience of the Current Board

John Croft (Independent Non-Executive Director) is a well-regarded Board Director with extensive experience of bringing Corporate Governance disciplines to Boards of public and private companies alike, having served also on numerous Board committees in a recent career which has focused particularly on international companies in the Financial Services, Resources and TMT sectors. John has extensive public market experience having served on Boards of international companies which have been listed on the London Stock Exchange. John is based in Dubai.

Paul Carroll (Independent Non-Executive Director appointed 4 June 2025) is an innovative entrepreneur, experienced C-Suite executive, and highly proficient public market director. He has extensive experience in founding and developing businesses in manufacturing, technology and digital sectors throughout the UK, USA and Canada. Paul currently holds senior leadership and advisory positions with a diverse range of high growth organisations and specialises in sustainable business modelling, growth capital financing and more recently public and private mergers and acquisitions.

Other governance matters

All the Directors are aware that independent professional advice is available to each Director in order to properly discharge their duties as a Director.

The Board is responsible for reviewing the structure, size and composition of the Board and making recommendations to the Board with regards to any required changes.

Commitments

All Directors have disclosed any significant commitments to the Board and confirmed that they have sufficient time to discharge their duties.

Induction

All new Directors receive an induction as soon as practical on joining the Board.

Conflict of interest

A Director has a duty to avoid a situation in which he or she has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company. The Board had satisfied itself that there is no compromise to the independence of those Directors who have appointments on the Boards of, or relationships with, companies outside the Group. The Board requires Directors to declare all appointments and other situations which could result in a possible conflict of interest.

Board performance and evaluation

The Company has a policy of appraising Board performance annually. The Company has concluded that for a company of its current scale, an internal process administered by the Board is most appropriate at this stage.

Accountability

The Board is committed to providing shareholders with a clear assessment of the Company's position and prospects. This is achieved through this report and as required other periodic financial and trading statements.