Board committees and director responsibilities

The Directors acknowledge the importance of the principles set out in the Combined Code. Although compliance with the Combined Code is not compulsory for AIM companies, the Directors intend to continue to apply the principles as far as practicable and appropriate for a public company of its size as follows:

Board

The board will continue to meet regularly and will be responsible for strategy, performance, approval of major capital projects and the framework of internal controls. The board has a formal schedule of matters specifically reserved to it for decision. To enable the board to discharge its duties, the directors will receive appropriate and timely information. Briefing papers are distributed to all directors in advance of board meetings, while all directors have access to the advice and services of the Company Secretary, who is responsible for ensuring that procedures of the board are followed and that applicable rules and regulations are complied with. The articles of association provide that directors are subject to re-election at the first opportunity after their appointment and each member of the board will voluntarily submit to re-election at intervals of three years thereafter.

Audit Committee

The Audit Committee is a committee of the Board and is comprised of five Non-Executive Directors: Laurence Vaughan, Peter Lilley, Barbara Moorhouse, Richard Kellett-Clarke and Jeremy Millard. The Audit Committee is chaired by Jeremy Millard. By virtue of his Executive and current Non-Executive responsibilities, the Board considers that Jeremy Millard has relevant and recent financial experience to discharge this role.

The Committee meets at least four times a year and meetings will be arranged in conjunction with the publication of Idox plc's financial statements. The committee will monitor the financial integrity of Idox plc, review financial information, review accounting policies, clarity of disclosures, internal controls and risk management systems, review the internal audit requirement and oversee the relationship with external auditors.

Nomination & Remuneration Committee

The Nominations & Remuneration Committee is made up of Peter Lilley (Chairman), Barbara Moorhouse, Laurence Vaughan, Richard Kellett-Clarke and Jeremy Millard. The committee meets not less than twice a year. The Committee has overall responsibility for making recommendations to the Board of the remuneration packages of the Executive Directors. The remuneration of the non-executive directors is a matter for the executive directors. The Committee reviews the appropriateness of the remuneration policy in the light of all relevant factors and has regard to the provisions and recommendations of the Combined Code, the AIM Rules and associated guidance.