Corporate Governance

Corporate Governance Code
As a company whose shares are admitted to trading on AIM, the Company is not required to comply with the UK Corporate Governance Code. However, the directors recognise the importance of sound corporate governance, while also taking into account the size and nature of the Company’s group, and will, as a matter of best practice, adopt many of the Code’s recommendations as from Admission.

Board Composition And Committees
The board consists of four directors, two of whom are non-executive. Thomas Engelen is considered by the board to be independent. The board will be responsible for, among other things, strategy, budget, performance, approval of major capital expenditure and the framework of internal controls. The board has established an Audit and Risk Committee and a Remuneration Committee, with formally delegated duties and responsibilities.

Audit and Risk Committee
The Audit and Risk Committee will have Thomas Engelen as Chairman, and will have primary responsibility for monitoring the quality of internal controls, ensuring that the financial performance of the Company is properly measured and reported on and 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 Audit and Risk Committee will meet at least twice a year. David Norwood will be the other member of the Audit Committee.

Remuneration Committee
The Remuneration committee will have Thomas Engelen as Chairman, and will review the performance of the executive directors and determine their terms and conditions of service, including their remuneration and the grant of options, having due regard to the interests of Shareholders. The Remuneration Committee will meet at least once a year. David Norwood will be the other member of the Remuneration Committee.

Approach to Risk and Internal Control
The board is responsible for establishing and maintaining the Group’s system of internal controls. Internal control systems are designed to meet the particular needs of the group, and to address the risks to which it is exposed. By their nature, internal control systems are designed to manage rather than eliminate risk, and can provide only reasonable and not absolute assurance against material misstatement or loss. As stated, primary responsibility for monitoring the quality of internal controls has been delegated to the Audit and Risk Committee.

Communicating Vision and Strategy
The directors seek to visit institutional shareholders at least twice a year. In addition, all shareholders are welcome to attend the Company’s annual general meeting, where there is an opportunity to question the directors as part of the agenda, or more informally after the meeting. Communication with shareholders is seen as an important part of the board’s responsibilities, and care is taken to ensure that all price sensitive information is made available to all shareholders at the same time.

Board Performance and Remuneration
As a company whose shares are admitted to trading on AIM, the Company is not required by the Companies Act 2006 to prepare a directors’ remuneration report. However, as part of its commitment to best practice, the Company adheres to the principles of good governance when deciding remuneration strategy and has delegated responsibility for remuneration policy to the Remuneration Committee.

The Remuneration Committee meets at least once a year, and its broad responsibility is to ensure the remuneration packages of the executive directors and senior management are competitive and designed to attract, retain and motivate individuals of high quality.

Additional
The Directors understand the importance of complying with the AIM Rules for Companies relating to Directors’ dealings and has established a share dealing code which is appropriate for an AIM quoted company.