Corporate Governance

As a Company whose shares are traded on the AIM market of the London Stock Exchange, it is not necessary for the Company to comply with the requirements of the Combined Code on Corporate Governance of June 2008. However, the Board believes that it is accountable to the Company's shareholders and others for good corporate governance and is committed to the same. Where appropriate, taking into account the Company's size and nature, the Company complies with the Combined Code and it also follows the corporate governance guidelines of the Quoted Companies Alliance for companies whose shares are traded on AIM.

The Board of Directors is responsible for overseeing the management of the Group's strategy and its businesses, reviewing trading performance, ensuring adequate funding, risk assessment, maintaining a system of internal controls, corporate governance matters and reporting to shareholders. The Board meets when required and at least quarterly. During the year ended 31 December 2010, the Board met on five occasions. It has a formal schedule of matters specifically reserved to it for decisions aligned to its oversight responsibilities.

The Board considers that the Non-executive Directors bring a range of business and financial experience to the Group. All Directors are subject to election by shareholders at the first opportunity after their appointment and re-election at least every three years.

The Board has an Audit Committee whose responsibilities include oversight of the Group's internal risk and controls strategy, including whistle-blowing, review of the interim and annual report and accounts prior to their submission to the full Board, and review of reports from the external auditors. The Committee also reviews the independence, objectivity and performance of the external auditors and the nature of any non-audit services provided by them.

The Audit Committee meets at least twice each year and during the period ended 31 December 2010 was comprised of two independent Non-executive Directors - Noël Harwerth (Chairman) and Valerie Scoular. During the year ended 31 December 2010, the Audit Committee met on two occasions. Following changes to the Board structure in February 2011, the Audit Committee now comprises Kevin Mahoney (Chairman) and Andrew Wilson.

The Board has a Remuneration Committee which is responsible for making recommendations to the Board of Directors' remuneration and reviews recommendations from the Chairman of the Board on other Senior Executives' remuneration including performance-related remuneration. During the period ended 31 December 2010, the Remuneration Committee met on one occasion and comprised two Non-executive Directors - Valerie Scoular (Chairman) and Noël Harwerth. Following changes to the Board structure in February 2011, the Remuneration Committee now comprises Andrew Wilson (Chairman) and Kevin Mahoney.