The Board comprises of Chairman and two Executive Directors. The Board does not have any independent Director. The Board meets regularly (at least 4 times during the year) to consider operational, financial and strategic matters. All Directors attend each Board meeting. There is a formal schedule of matters specifically reserved for the Board’s decision. In broad terms, the Board is responsible for creating and maintaining the framework within which the Company operates. It sets the Company’s strategy, objectives and policies and approves operating and capital expenditure budgets and material initiatives and commitments.

There is a procedure in place for Directors to take independent professional advice at the Company’s expense if this is necessary in connection with their duties.

The Directors acknowledge their overall responsibility for the system of internal control and for reviewing its effectiveness. There is an ongoing process for identifying, evaluating and managing the key risks faced by the Group that has been in place for the year under review and up to the date of the approval of the annual report. The process is regularly reviewed by the Board. Steps continue to be taken to embed internal control further into the operations of the business and to deal with any issues that come to the Board’s attention. The Directors have reviewed the effectiveness of the system of internal control and are satisfied by it.

The key internal financial controls that are in operation during the year:

• Financial reporting – all operating units must complete formal business plans for the year. Each month, the unit shall produce a written report in a defined format on its performance. The reports and forecasts will be reviewed by the Executive Directors and significant issues will be reported to the Board. Accounting policies and procedures – detailed accounting policies and procedures are in place. There will be a formal internal audit process to verify the application of Group policies and procedures and to confirm that there is an effective process of management and control within the business. Internal audits will be carried out by qualified and experienced staffs that have no current connection with the operation being audited. Controls and procedures will be established to protect the Group Computer system security and integrity of data held on these systems, with standby arrangements in the event of computer failure for the major systems.
• Treasury – the Treasury function operates under specific guidelines set down by the Board and regular reports are made to the Board.
• Capital investment – the Company has defined procedures for the review and control of capital expenditure.

All offices are required to operate in accordance with detailed, documented standards and procedures which cover all material aspects of their operations. Compliance with these standards is assessed by internal review.

The Company has a Group policy on standards of conduct and business ethics with which all employees are required to comply.

This Code of Ethics applies to all staff of FLS and expects all of its employees to act in accordance with the highest standards of personal and professional integrity in all aspects of their activities, to comply with all applicable laws, rules and regulations, to deter wrongdoing and abide by the Company’s Code of Conduct and other policies and procedures adopted by the Company that govern the conduct of its employees. This Code of Ethics is intended to supplement the Company’s Code of Conduct.

Employees in specific decision making and reporting positions are required to perform their jobs in accordance with the Code of Ethics, including:

• Engage in and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
• Avoid conflicts of interest and to disclose to the Board of Directors any material transaction or relationship that reasonably could be expected to give rise to such a conflict;
• Take all reasonable measures to protect the confidentiality of non-public information about the Company or its subsidiaries and their customers obtained or created in connection with employees activities, and to prevent the unauthorized disclosure of such information unless required by applicable law or regulation or legal or regulatory process;
• Produce full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company or its subsidiaries files with, or submits to, the regulators and in other public communications made by the Company or its subsidiaries;
• Comply with applicable governmental laws, rules and regulations, as well as the rules and regulations of self-regulatory organizations of which the Company or its subsidiaries is a member; and
• Promptly report any possible violation of this Code of Ethics to the Board of Directors

Employees are prohibited from directly or indirectly taking any action to fraudulently influence, coerce, manipulate or mislead the Company or its subsidiaries’ independent public auditors for the purpose of rendering the financial statements of the Company or its subsidiaries misleading. Employees understand that they will be held accountable for their adherence to this Code of Ethics. An employee’s failure to observe the terms of this Code of Ethics may result in disciplinary action, up to and including termination of employment. Violations of this Code of Ethics may also constitute violations of law and may result in civil and criminal penalties for the employee, their supervisors and/or the Company. Any questions an employee may have regarding the best course of action in a particular situation, should promptly contact the Board of Directors.