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 made up of Jeremy Millard (Chairman) and Peter Lilley. The committee meets at least twice a year and meetings will be arranged in conjunction with the publication of the Enlarged Group's financial statements. The committee will, inter alia, monitor the financial integrity of the Enlarged Group, review financial information, review accounting policies, clarity of disclosures, internal controls and risk management systems and the Enlarged Group's internal audit requirement and oversee the relationship with external auditors.

Remuneration committee

The remuneration committee is made up of Peter Lilley (Chairman) and Jeremy Millard. The committee meets not less than twice a year. Appointments to the committee are for a period of up to three years which may be extended for two further three year periods. The committee determines and agrees with the board the framework for the remuneration and benefits of the executive directors and such members of the executive management team as it is designated to consider. 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.

AIM compliance committee

In line with new regulations, the Company intends to establish an AIM compliance committee in the near future.