Corporate Governance

The Board comprises two Directors with executive functions and two non-executive Directors. The Company holds regular board meetings throughout the year at which reports relating to the Group’s operations, together with financial reports, are considered. The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets, major items of capital expenditure and acquisitions.

As an AIM company, the Company is not obliged to, and does not comply fully, with the corporate governance regime for listed companies in the UK, as set out in the Combined Code. The Company complies with the Combined Code, as far as is practicable and appropriate for a public company of its size and nature.

The Directors have established remuneration, audit and AIM compliance committees comprising the non executive directors.

The Audit Committee

The audit committee meets at least twice each year. The audit committee is responsible for ensuring that the financial performance of the Company is properly monitored and reported on. It has the opportunity to meet the auditors without the Executive Directors being present, and reviews reports relating to accounts and internal control systems. The Chairman of the audit committee is James Holmes.

The Remuneration Committee

The remuneration committee reviews the performance of Executive Directors and makes recommendations to the Board on the remuneration payable to the Executive Directors. The remuneration committee also makes recommendations to the Board on the issue of share options to Directors and employees. The remuneration and terms of appointment of non-executive Directors is be set by the Board. The Chairman of the remuneration committee is James Holmes.

The AIM Compliance Committee

The AIM compliance committee meets twice a year and is responsible for ensuring that the Company’s obligations under the AIM Rules are discharged by the Board. The Chairman of the AIM compliance committee is Mike Johnson.

The Company has adopted a share dealing code for Directors and applicable employees in order to ensure compliance with the AIM Rules on share dealing. The Directors will take all reasonable steps to ensure compliance by the Company’s applicable employees.