The Directors recognise the importance of sound corporate governance commensurate with the size of the Company, its overseas operations and the interests of Shareholders. The Directors intend that the Company will comply with the QCA Corporate Governance Guidelines for AIM Companies and the Combined Code, insofar as it is practicable for a company of its size. The Board comprises three executive and one non-executive director. The Board has also considered the guidance issued by the Institute of Chartered Accountants in England and Wales (commonly known as the Turnbull Report) concerning the internal control requirements of the Combined Code. The Board intends regularly to review key business as well as financial risks facing the Company in the operation of its business.

The Board has established an audit committee and a remuneration committee with formally delegated duties and responsibilities. The audit committee has responsibility for ensuring that the financial performance, position and prospects of the Company are properly monitored and reported on, for meeting the auditors and discussing their reports on the accounts and the financial controls and for recommending the appointment of auditors.

The remuneration committee has the responsibility for reviewing the performance of the executive Directors, setting their remuneration, determining the bonuses and considering the grant of share options. The remuneration and terms and conditions of the appointment of any non-executive Directors are determined by the Board. No Director may participate in any meeting at which discussions or decisions regarding his own remuneration take place.

In addition, the Board has established an AIM Compliance Committee which has responsibility for ensuring that the Company complies fully with the AIM Rules.

A copy of the Company’s full Terms of Reference for the Audit Committee can be accessed here

A copy of the Company’s full Terms of Reference for the Remuneration Committee can be accessed here

A copy of the Company’s full Terms of Reference for the AIM Compliance Committee can be accessed here