Corporate Governance

There is no applicable regime of corporate governance to which the directors of a Bermuda company must adhere to over and above the general fiduciary duties and duties of care, skill and diligence imposed on such directors under Bermuda law. However, the Directors recognize the importance of sound corporate governance and confirm that they comply with the Corporate Governance Guidelines (as devised by the QCA in consultation with a number of significant institutional small company investors), to the extent appropriate for a company of its nature and size. The Board also follows, as far as practicable, the recommendations on corporate governance of the QCA for companies with shares traded on AIM.

Audit Committee

The Board has established an audit committee with formally delegated duties and responsibilities. The audit committee will be chaired Anthony Watson and its other members are Amit Basak and Sam Howe. The audit committee will meet formally at least four times a year and otherwise as required. It will be responsible for ensuring that the financial performance of dgs is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by external auditors and advising on the appointment of external auditors.

Remuneration Committee

The remuneration committee will be chaired by Sam Howe and its other members are Amit Basak and Anthony Watson. It is expected to meet at such times as required, however not less than two times a year. Executive Directors may attend meetings at the committee’s invitation.

The remuneration committee has responsibility for determining, within agreed terms of reference, dgs’s policy on the remuneration packages of senior executives and specific remuneration packages for Executive Directors. This includes agreeing with the Board the framework for remuneration of the CEO, all other Executive Directors, the Company Secretary and such other members of the executive management of dgs as it is designated to consider. It is furthermore responsible for determining the total individual remuneration packages of each Director including, where appropriate, bonuses, incentives, pension rights and compensation payments. It is also responsible for making recommendations for grants of options under the Share Option Plan.

The remuneration of Non-executive Directors is a matter for the Board. No Director may be involved in any discussions as to their own remuneration. From time to time the remuneration committee may consult with shareholders on remuneration matters, regardless of any regulatory requirement or governance guideline recommendation to do so.

Nomination Committee

The nomination committee will be an ad hoc committee constituted by the Board as and when required. When constituted it will be chaired by Amit Basak. It will have responsibility for reviewing the balance of the Board including its skills and experience, the state of the business and its leadership needs, and give full consideration to succession planning. It will also have responsibility for recommending new appointments to the Board.

UK Takeover Code Applicability

As a company incorporated in the Bermuda, the Company will not be subject to the UK City Code on Takeovers and Mergers (the “Takeover Code”). As a result certain protections that are afforded to shareholders under the Takeover Code, for example in relation to a takeover of a company or certain stake-holding activities by shareholders, do not apply to the Company. However, certain protections have been incorporated into the Bye-Laws which, to an extent, mirror the provisions of Rule 9 of the Takeover Code (the “Relevant Code Provisions”) to the extent that it is possible to do so. The Bye-Laws provide that if an acquisition of shares were to increase the aggregate holding of the acquirer and its concert parties to shares carrying 30% or more of the voting rights of the Company, the acquirer and, depending on the circumstances, the concert parties, will be required (except with the agreement of the Company in general meeting by common resolution of independent shareholders) to make a cash offer for the outstanding shares in the Company at a price not less than the highest price paid by the acquirer or its concert parties during the previous 12 months. This requirement would, subject to certain exceptions, also be triggered by any acquisition of shares by a person holding (together with its concert parties) shares carrying between 30% and 50% of the voting rights in the Company if the effect of such acquisition were to increase the person’s percentage of voting rights. The main difference between these provisions and the Relevant Code Provisions is that the Takeover Panel does not have any jurisdiction to enforce these provisions. Please refer to the Company’s Bye-Laws, in the Constitutional Documents section, for further information.

Short Transfer Restrictions

There are no restrictions on the transfer of the Company’s AIM Securities to supersede “No shares are held in treasury. There are no restrictions on the transfer of the Company’s AIM securities, save for the lock-in and orderly market arrangements described in the Admission Document.”