Corporate Governance

Monitise was founded in 2003 and was listed on the Alternative Investment 
Market (AIM) of the London Stock Exchange on the 28th June 2007. 
Monitise's country of incorporation is the United Kingdom and its main 
territories of operation are Europe and the United States.

Monitise seeks to comply with the provisions and principles of good 
corporate governance and code of best practice as set out in the UK 
Corporate Governance Code (the 'Code') in so far as it is practicable for a 
group of its size and structure. As Monitise is quoted on the AIM Market of 
the London Stock Exchange, it is not required to comply with the principles 
of corporate governance as set out in the Code.


UK City Code on Takeovers and Mergers

Monitise is subject to the UK City Code on Takeovers and Mergers.

Final Admission Document
Articles of Association
Modern Slavery and Human Trafficking Statement

The Board

The Board currently consists of two Executive Directors and three 
Non-Executive Directors, including the Chairman.

The Board ensures that there is an Independent Director appointed as the 
Senior Non-Executive Director. This position is held by Amanda Burton.

The posts of Chairman and Chief Executive Officer are held by different 
Directors. The Chairman leads the Board in determining strategy, 
achievement of objectives and organising the business of the Board. The 
Chief Executive Officer is responsible for formulating the Group's strategy 
and for the Group's day-to-day business and is accountable to the Board for 
the financial and operational performance of the Group.


The Committees of the Board

The following Committees have been established to assist the Board 
in fulfilling its responsibilities:

Audit & Risk Committee: The role of the Audit & Risk Committee is to 
monitor all financial statements of the Company, review internal financial 
controls, consider the need for an internal audit function and report to the 
Board on its findings if it considers action or improvement is required.

The members of the Audit & Risk Committee are Amanda Burton 
and Tim Wade. Tim chairs the Committee.

Remuneration Committee: The Committee considers and approves specific 
remuneration packages for each Executive Director following consultation 
with the Chairman. In accordance with guidelines set by the Board, it 
determines the Group's policy on remuneration of senior executives and 
controls the operation of share option schemes and the grant of options.

The members of the Remuneration Committee are Tim Wade and Amanda 
Burton. Amanda chairs the Committee.

Nominations and Governance Committee: The Committee meets as required 
to initiate the selection process of, and make recommendations to, the Board 
with regard to the appointment of new Directors.

The members of the Nominations and Governance Committee are Peter 
Ayliffe, Amanda Burton and Tim Wade. Peter chairs the Committee.

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