Corporate Governance

Committees and Responsibilities

The Directors support high standards of corporate governance and confirm that they intend to comply, so far as is practicable taking into account the Company’s size and nature, with the provisions of the Quoted Companies Alliance.

The Board meets regularly throughout the year. To enable the Board to perform its duties, all Directors will have full access to all relevant information. If necessary, the non-executive Directors may take independent professional advice at the Company’s expense. The Board has delegated specific responsibilities to the committees described below. The Directors have established an audit committee and a remuneration committee.

The primary responsibility of the audit committee is of monitoring the financial affairs of the Company and ensuring that the financial performance of the Company and any subsidiary of the Company is properly measured and reported on and for reviewing reports from the Company’s auditors relating to the accounting and internal controls in all cases having due regard to the interests of Shareholders. The audit committee, which comprises John Coghlan, Andrew Willetts and Andrew Gibson, meets at least twice a year and otherwise as appropriate and has unrestricted access to the Company’s auditors. The Chairman of the audit committee is John Coghlan.

The primary responsibility of the remuneration committee is to review the performance of the Directors and determine the terms and conditions of service of senior management and any director appointed to the Board, including the remuneration of and any grant of options to such person under the share option arrangements to be adopted in the future by the Company. The remuneration committee which comprises Andrew Gibson, Sir William Wells and Jake Arnold-Forster meets at least once a year and otherwise as appropriate. The Chairman of the remuneration committee is Andrew Gibson.

The Directors will comply with Rule 21 of the AIM Rules relating to directors’ dealings and will take all reasonable steps to ensure compliance by those of the Company’s employees to whom the AIM Rules apply. The Company operates a share dealing code for directors and employees in accordance with the AIM Rules.