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Corporate Governance

 

The Board of Directors comprises two independent non-executive Directors and three executive Directors.

The Company is committed to good standards of corporate governance. The Financial Reporting Council issues and updates the UK Corporate Governance Code (the “Code”), which fully listed companies are expected to adopt or explain any particular circumstances where the Code’s provisions are not adopted. Although the Company is listed on the Alternative Investment Market, and therefore not required to comply with the Code, it has, as far as practical, voluntarily followed its guidelines. The latest edition of the Code was published in September 2012 for adoption in reporting periods starting from 1 October 2012. As this was after the Company’s reporting period, this statement and the Remuneration Report outline how the Company has applied the relevant provisions of the Code that was issued for accounting periods starting on or after 29 June 2010 and is applicable over the reported period.

The Board has delegated certain responsibilities to several sub-committees.

Audit Committee

The Audit Committee monitors the effectiveness of the internal controls and reviews the interim and annual financial statements before submission to the Board. It also advises the Board on the appointment of Auditors, reviews their fees and discusses the nature, scope and results of the audit with the Auditors. The Audit Committee monitors the objectivity and independence of the Company’s Auditors. Generally, the Auditors’ non-audit services are restricted to taxation advice and compliance. Any proposed additional work is considered on an individual basis.

The members of the Audit Committee are Richard Abraham, Gary Lane and Matthew Wood.

Audit Committee Terms of Reference

Remuneration Committee

The Remuneration Committee is responsible for ensuring that the remuneration packages of the executive Directors and senior managers are appropriate to attract, motivate and retain high calibre individuals. The remuneration committee will meet at least once a year and will be responsible for setting the remuneration policy for the executives of the Company.

The members of the Remuneration Committee are Richard Abraham, Gary Lane and Matthew Wood.

Remuneration Committee Terms of Reference

Nominations Committee

The Nominations Committee meets as and when required to consider candidates for appointment as Directors. All Directors are required to submit themselves for re-election on the third anniversary of their last appointment. All of the Directors are members of the Nominations Committee of which Gary Lane is the Chairman.

The members of the Nominations Committee are Richard Abraham, Gary Lane and Matthew Wood.

Nominations Committee Terms of Reference

Share Dealing Code

The Board has adopted a share dealing code which applies to all Directors and employees of the Company to ensure they are compliant with the provisions of the AIM Rule 21 and the requirements under the Financial Services and Markets Act 2000 and the Market Abuse Directive relating to trading in the Company's securities. The Board consider that this share dealing code is appropriate for a company whose shares are traded on AIM.

Takeover Code

The Company is a public company incorporated in England and headquartered in the UK. Accordingly, the Takeover Code applies to the Company and, as a result, shareholders are entitled to the benefit of the takeover offer protections provided under the Takeover Code.