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Corporate Governance

Dear shareholders

I am pleased to present our Corporate Governance report for the year ended 31 December 2015. As you can read in more detail in the Audit Committee Report, we have continued to strengthen the governance policies, controls and processes to support the growth strategy of the Group during this year, and the years to come.

The Board is firmly committed to ensuring that our corporate governance policies are complied with in all jurisdictions in which the Group operates, by setting up proper processes. We are convinced that strong corporate governance is good for our business and underpins the delivery of shareholder value. We believe that corporate governance structures and processes will help our business to perform in a more efficient and competitive way in the marketplace and will lead to strong relationships with all of our stakeholders.

During the year Jack Keenan (Chairman) retired from the Board and I would like to thank him for his contribution in the transition from a private equity owned company to a PLC. The Board of Stock Spirits Group PLC now comprises myself as Chairman, three Independent Non-Executive Directors and two Executive Directors.

As Chairman of the Board, I work with the Company Secretary to set the agenda for Board meetings. These are structured to ensure that sufficient time is spent on important matters, and all Directors have the opportunity to contribute. During the year, the Board has reviewed and evaluated strategy and considered potential opportunities in our current territories as well as expansion into other territories. Alongside strategy, the Board regularly reviews, among other things, the performance of each of the markets, and considers the principal risks and associated procedures and processes to mitigate them. This year the Board has dedicated a special focus to the situation in Poland, and has been monitoring very closely the performance of this business. Further detail on the principal risks can be found on pages 48 to 51.

In the second half of the year, we carried out an internal Board evaluation to review the performance of the Board, its committees and the individual Directors, including the Chairman. The exercise was facilitated internally by the Company Secretary under my direction and details of the process and outcomes are shown on page 62. I believe regular and appropriate Board and Committee evaluation is an area that is fundamental to improving Board effectiveness and ensuring objective scan be met. It enables us to review the effectiveness of individual Directors, the processes under which the Board operates, and the quality, timeliness and appropriateness of information submitted by management. Next year we will carry out an external evaluation as it will have been three years since the formation of this Board. Your Board regularly meets with Group management, both at Board and Board Committee meetings and otherwise, which enables the Non-Executive Directors to gain a good understanding of the business and what is happening on the ground. We believe that this is an essential requirement for Directors.

We have set out, in the following pages, details of how the Company has applied the main principles of the 2014 version of the UK Corporate Governance Code and its compliance with the various provisions.

David Maloney

10 March 2016