Corporate Governance

The Directors acknowledge their responsibility for, and recognise the importance of implementing and maintaining, high standards of corporate governance.  Given its current size and operational status the Company has not adopted a formal corporate governance code.  However the Company does, where practical, comply with relevant aspects from the UK Corporate Governance Code as appropriate for a company of its size, nature and stage of development.  

Details of the Company's Board committee are set out in the Annual Report and Financial Statements of the Company for the year ended 30 June 2014.  Further details of the Company's current corporate governance arrangements are set out below.

The Board is responsible for establishing and maintaining the system of internal controls.  The effectiveness of the Group's system of internal control is reviewed annually by the Audit Committee of the Board.

The Board is responsible for establishing and maintaining the system of internal controls. The effectivness of the Group's system of internal control is reviewed annually by the Audit Committee of the Board.

The Board currently comprises one non-executive Director, who is the Chairman and two executive Directors.  The Board is responsible to the shareholders for the proper management of the Group.  It meets regularly to set and monitor strategy, examine opportunities, approve capital expenditure projects and other significant financing matters and report to shareholders.  The Board delegates authority to the management for the day-to-day business under a set of delegated authorities which cover: routine operational matters, purchasing procedures, financial authority limits, contract approval procedures and the hiring of full time and temporary staff and consultants.  Matters reserved for the Board are communicated in advance of formal meetings.

All of the Directors are subject to election by shareholders at the first AGM after their appointment to the Board and to re-election by shareholders at least once every three years.  

The Executive Directors and Non-Executive Director may from time to time have other third party commitments including directorships of other companies as disclosed in the Directors' biographies.  The Company is satisfied that these associated commitments have no measureable impact on their ability to discharge their responsibilities effectively.

New directors receive induction on their appointment to the Board which covers the activities of the Group and its key business and financial risks, the terms of reference of the Board, and its committees, and the latest financial information about the Group.

All Directors have access to the advice and services of the Company Secretary, who is responsible to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are complied with.  In addition, the Company Secretary will ensure that the Directors receive appropriate training as necessary.  The appointment and removal of the Company Secretary is a matter for the Board as a whole.  All Directors are supplied with information in a timely manner in a form, and of a quality, appropriate to enable them to discharge their duties.

The Company has a formal process of annual performance evaluation for the Board, its committees and individual Directors.

The performance of the Executive Directors is reviewed by the Remuneration Committee and any bonuses payable to the Executive Directors are linked directly to the results of these reviews and the Company's bonus scheme.

The Company has Directors' and officers' liability insurance in place.

Aim Rules for Companies

The Company is admitted to trading on the AIM market of London Stock Exchange plc and is subject to the AIM Rules for Companies (the "AIM Rules"). The AIM rules require the appointment of a Nominated Adviser who is responsible for advising and guiding the Company on its responsibilities thereunder.  The ongoing responsibilities of the Nominated Adviser include regular contact between the Company and the Nominated Adviser to enable the Nominated Adviser to be kept up-to-date with developments at the Company and to advise on the Company's ongoing obligations under the AIM Rules.  As part of such regular contact, the Company's Nominated Adviser is invited to attend all board meetings as an observer.

City Code on Takeovers and Mergers

The Company is incorporated in the UK and is subject to the UK City Code on Takeovers and Mergers.

Audit Committee

John Walmsley (Chairman)
Jay Cheatham

Remuneration & Nominations Committee

John Walmsley (Chairman)
Justin Hondris


Conflicts Committee

John Walmsley (Chairman)
Justin Hondris

Jay Cheatham 

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