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Corporate Governance

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Although, as an AIM listed company, the Company is not required to comply with the provisions of the UK Corporate Governance Code (“the Code”) and this is not a statement of compliance as required by the Code, the Board of Directors recognises the importance of, and is committed to, ensuring that effective corporate governance procedures relevant to smaller listed companies are in place.

THE BOARD AND COMMITTEES

The Board consists of three Executive Directors, Gordon Wilkinson, David Kilgour and Mark Wheeler and three Non-Executive Directors, Steven Norris (Chairman), John Horgan and Peter Collini.

The Board, which meets at least six times a year, is responsible for the overall strategy and financial performance of the Group.  Each Board meeting is preceded by a clear agenda and any relevant information is provided to the Directors in advance of the meeting.

NOMINATIONS COMMITTEE

Given the size of the Board, and as permitted by the Code, the Board has not appointed a Nominations Committee.  The Board as a whole considers the appointment of all Directors and senior managers.

REMUNERATION COMMITTEE

The principal function of this committee is to determine the policy on Executive appointments and remuneration. The committee consists of John Horgan, Steven Norris and Peter Collini. It is the aim of the committee to attract, retain and motivate high calibre individuals with a competitive remuneration package.

The remuneration committee will be chaired by John Horgan and Gordon Wilkinson may be invited to attend.

It will review the performance of the executive directors and will set their remuneration, determine the payment of bonuses to executive directors and consider bonus and option schemes. Each executive director will take no part in the discussions concerning their remuneration. The remuneration of the non-executive directors will be reviewed by the Board.

AUDIT COMMITTEE

The committee is made up of Peter Collini and John Horgan and will determine the application of financial reporting and internal control principles, including reviewing the effectiveness of the Group’s financial reporting, internal control and risk management procedures and the scope, quality and results of the external audit.

The audit committee will be chaired by Peter Collini and David Kilgour may be invited to attend.

The Committee is also responsible for keeping under review the independence and objectivity of the external auditors, including a review of non-audit services provided to the Group, consideration of any relationships with the Group that could affect independence, and seeking written confirmation from the auditors that, in their professional judgement, they are independent.

RELATIONS WITH SHAREHOLDERS

The Company encourages the participation of both institutional and private investors.  Communication with private individuals is maintained through the Annual General Meeting (AGM), and Annual and Interim Reports.  In addition, further details on the strategy and performance of the Company can be found on the website which includes copies of the Company’s press releases.

INTERNAL CONTROL

The Board has overall responsibility for the Group’s systems of internal control and for monitoring their effectiveness.  Although no system of internal control can provide absolute assurance against material misstatements or loss, the Group’s systems are designed to provide the Directors with reasonable assurance that issues are identified on a timely basis and dealt with appropriately.

The Group has an established organisational structure with clearly defined lines of authority, responsibility and accountability, which is reviewed regularly.  Group management is responsible for the identification and evaluation of key risks applicable to their areas of business.

The Board has considered the need for an internal audit function, but has resolved that due to the current size and complexity of the Group, this cannot be justified on the grounds of cost effectiveness.

UK CITY CODE ON TAKEOVERS AND MERGERS

The Company is subject to the UK City Code on Takeovers and Mergers.

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