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Governance

The Directors are responsible for the stewardship of the Company and for overseeing the conduct of the business of the Company and the activities of management, who are responsible for the day-to-day conduct of the business.

The Directors’ primary responsibilities are to preserve and enhance long-term shareholder value and to ensure that the Company can meet its obligations on an on-going basis and that it continues to operate in a reliable and safe manner. The stewardship of the Company involves the Directors in strategic planning, key investment decisions, risk management and mitigation, senior management determination and assessment, communication planning and internal control integrity.

Management are responsible for the day to day operational affairs and decisions in accordance with the strategy, direction and business standards set by the Directors. Management reports to the Directors on a formal basis at least four times a year and there is frequent informal contact between the management and the Directors.

The Directors will comply with the principles of the Combined Code in so far as is practicable and commensurate with the size of the Company, the stage of its development and the interests of Shareholders.

The Directors will take all necessary steps to ensure compliance by the Directors and applicable employees with Rule 21 of the AIM Rules for Companies. The Group has adopted a share dealing code which is on the same terms as the Model Code on share dealings set out in the Listing Rules made under Section 73A of FSMA 2000 as in force as at the date hereof and this share dealing code will apply to the Directors and relevant employees of the Group.

The Directors currently have in place three committees of Directors – an Audit Committee, a Remuneration Committee and a Nomination Committee, each of which operates within written terms of reference approved by the Directors. Brief details of each committee are set out below.

Audit Committee

The Audit Committee’s mandate is to assist the Directors in fulfilling their responsibilities with respect to the Company’s financial statements and other financial information required to be disclosed by the Company to the public, the Company’s compliance with legal and regulatory requirements, and the performance of the Company’s external auditor.

The committee comprises: Alex Lamb (Chairman) and Frank Jackson.

Remuneration Committee

The Remuneration Committee’s mandate is to assist the Directors in fulfilling their oversight responsibilities with respect to developing compensation and human resource policies and developing and assessing executive management compensation, development and succession.

The committee comprises: Derek Cochrane (Chairman) and Frank Jackson.

Nomination Committee

The Nomination Committee’s mandate is to assist the Directors with the appointment and re-appointment of directors to the board and to senior executive office.

The committee comprises: Frank Jackson (Chairman) and Alex Lamb.