The Directors support high standards of corporate governance and confirm that following Admission the Company intends, where practicable, having regard to the current stage of development of the Company, to comply with the main principles of the Combined Code. The Company will adopt and operate a Common Stock dealing code for Directors and senior employees on substantially the same terms as the Model Code.

 

The Board has established an Audit Committee, and a Governance and Remuneration Committee with formally delegated duties and responsibilities. Upon Admission all of the Non-executive Directors will be members of these committees. Sir John Banham will chair the Audit Committee; George Kennedy will chair the Governance and Remuneration Committee.

 

The Audit Committee will normally meet three times a year and has responsibility for, amongst other things, planning and reviewing the Group's annual report and accounts and interim statements and involve, where appropriate, the Group's auditors. The Committee will focus particularly on compliance with legal requirements and accounting standards. It is also responsible for ensuring that an effective system of internal controls is maintained. The ultimate responsibility for reviewing and approving the annual accounts and interim statement remains with the Board.

 

The Governance and Remuneration Committee, which will meet three times a year, has responsibility for making recornmendations to the Board on the compensation of senior executives and determining, within agreed terms of reference, the specific remuneration packages for each of the Executive Directors. It also operates the Stock Option Schemes and sets performance conditions, which must be satisfied before options can be exercised. It will also have responsibility for reviewing the size and composition of the Board and appointment of replacement and/or additional directors and making appropriate recommendations to the Board.

 

The Combined Code states that the board of directors of a UK public company should include a balance of executive and non-executive directors. Smaller UK public companies (being one that is below the FTSE 350 throughout the year immediately prior to the reporting year) should have at least two independent non-executive directors and one of those independent non- executive directors shall be appointed the senior non- executive director, which, on Admission, will be. The Combined Code further provides that a majority of non-executive directors should be independent of management and free from any business or other relationship, which could materially interfere with the exercise of their independent judgment. The Directors are satisfied that the Group will, on Admission, comply with the requirements of the Combined Code so far as possible having regard to the size and current state of development of the Group.