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Corporate Governance

The Directors of Caspian Sunrise support high standards of corporate governance and have adopted procedures which the Directors believe demonstrate good corporate governance for the size of the Company. In addition, the Company intends to comply with the principles of the Corporate Governance Guidelines for AIM Companies published by the Quoted Companies Alliance in 2007, so far as it is practical for a Company of its size.

The Board consists of four directors, one of whom is a non-executive Director. The Company intends to appoint further non-executive Directors in due course.

The Company holds Board meetings at least four times a year, at which time financial and other reports are considered and, where appropriate, voted on. Apart from regular meetings, additional meetings are arranged when necessary to review strategy, planning, operational, financial performance, risk and capital expenditure and human resource and environmental management. The Board is also responsible for monitoring the activities of the executive management team.

Following admission to AIM, the Directors established an audit committee and a remuneration and nomination committee with formally delegated rules and responsibilities. The audit committee meets twice a year and the remuneration and nomination committee meets once a year.

Audit Committee

The audit committee’s primary responsibilities are to determine and examine any matters relating to the financial affairs of the Company including the terms of engagement of the Company’s auditors and, in consultation with the auditors, the scope of the audit. The audit committee receives and reviews reports from the management and the external auditors of the Company relating to the annual and interim accounts and the accounting and internal control systems of the Company. In addition it considers the financial performance, position and prospects of the Company and ensures they are properly monitored and reported on.

The audit committee comprises Edmund Limerick and Clive Carver. Edmund Limerick acts as the Chairman.

Remuneration and Nomination Committee

The remuneration and nomination committee’s primary responsibilities are to review the performance of the senior management, set and review their remuneration and the terms of their service contracts and consider the Company’s bonus and option schemes.

The remuneration and nomination committee comprises Edmund Limerick, Kuat Oraziman and Clive Carver. Edmund Limerick acts as the Chairman.