Corporate Governance

The Directors intend, in so far as is practicable given the Group’s size and the constitution of the Board, to comply with the main provisions of the Combined Code: Principles of Corporate Governance and Code of Best Practice and with the recommendations on Corporate Governance of the Quoted Companies Alliance. However, neither of these is binding on the Company.

The audit committee, consisting of Philip Gartside as Chairman, Morry Taylor and Bill Billig, has primary responsibility for monitoring the quality of internal control, ensuring that the financial performance of the Company is properly measured and reported on and for reviewing reports from the Company’s auditors relating to the Company’s accounting and internal controls, in all cases having due regard to the interests of Shareholders.

The remuneration committee, consisting of Morry Taylor as Chairman, Bill Billig and Philip Gartside, will determine the terms and conditions of service of the Executive Directors, including their remuneration and the grant of options under the Share Option Scheme.

The nomination committee consisting of Morry Taylor, as Chairman, Philip Gartside and Bill Billig, will make recommendations to the Board regarding the structure of the Board and the appointment of new directors.

The Directors intend to comply with Rule 19 of the AIM Rules relating to directors’ dealings as applicable to AIM companies and the Company has adopted a share dealing code based on the Model Code set out in the Listing Rules of the UKLA.