Corporate Governance

Details of Committees of the Board of Directors and their Responsibilities

The Board meets on a formal basis as necessary and generally at least once per quarter. At those meetings a detailed report on finances is presented and discussed and potential investments considered. The Board considers risk and strategy at each meeting.

An Audit Committee is established and comprises John May and and Peter Redmond. The Committee meets with the auditors, considers the results and the audit process, and satisfies itself as to the auditor’s independence.

The Company has a Remuneration Committee, which comprises John May and Nicholas Lee.

Statement of Directors' Responsibilities

Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that year. In preparing those financial statements, the directors are required to:

- Select suitable accounting policies and then apply them consistently;

- Make judgments and estimates that are reasonable and prudent;

- State whether any applicable accounting standards have been followed subject to any departures disclosed and explained in the financial statements;

- Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company and the Group will continue in business.

The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 1985 and 2006. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. All Directors have service contracts, none of which has a duration of longer than 12 months.

Corporate Governance

The Board recognises its responsibility for the proper management of the Company and is committed to maintaining a high standard of corporate governance. The Directors recognise the importance of sound corporate governance commensurate with the size and nature of the Company and the interests of its Shareholders. The Corporate Governance Code does not apply to companies admitted to trading on AIM and there is no formal alternative for AIM companies. The Quoted Companies Alliance has published the QCA Code, which includes a standard of minimum best practice for AIM companies, and recommendations for reporting corporate governance matters. The Directors take into account the Corporate Governance Code (and the QCA Code), to the extent they consider it appropriate and having regard to the size and resources of the Company.

Directors' Share Dealing Code

The Company has adopted, and will operate where applicable, a share dealing code for Directors and applicable employees under terms equivalent to those provided by Rule 21 of the AIM Rules for Companies.

Takeover Code

The City Code on Takeovers and Mergers applies to the Company and governs, inter alia, transactions which may result in a change of control of the Company.