Corporate Governance

The Company is committed to maintaining high standards of corporate governance. The Board has responsibility for establishing and maintaining the Group’s system of internal controls and reviewing its effectiveness. The procedures which include inter alia financial, operational and compliance matters and risk management are reviewed on an ongoing basis. The Board has approved the annual budget. Performance against budget is monitored and reported to the Board. The internal control system can only provide reasonable and not absolute assurance against material misstatement or loss.

The Board
The Board generally meets eight times throughout the year and additionally as issues arise which require Board attention. Board comprises of the non-executive chairman, three non-executive directors and four executive directors. Brief biographies within the Board of Directors section demonstrate a range of relevant experience at a senior level.

The Board has a formal schedule of matters specifically referred to it for decision. In addition to these formal matters required by the Companies Act to be set before the board of directors, the Board will also consider strategy and policy, acquisition and divestment proposals, approval of major capital investments, risk management policy, significant financing matters and statutory shareholder reporting. During the period, all board meetings were attended by board members in office at the time of the board meetings. To enable the Board to discharge its duties, all directors receive appropriate and timely information and the chairman ensures that the directors take independent professional advice as required. Appropriate training is available where necessary.

The Company does not consider it necessary at the current time to establish a Nominations Committee but will keep this situation under review along with the potential appointment of a further non-executive director. If necessary, the non-executive directors may take independent professional advice at the Company’s expense.

The Board has delegated specific responsibilities to the committees described below:

The Remuneration Committee
The Remuneration Committee comprises Mr DJ Blackwood (chairman), Mr K Lyon, Mr M Bonte-Friedheim and Mr AG Stollery. The Remuneration Committee is responsible for determining and agreeing with the Board the framework for the remuneration of the executive directors and such other members of the Senior Management as it is designated to consider. It is responsible for determining the individual remuneration packages including, where appropriate, bonuses, incentive payments share options, LTIP participation and, from April 2011, a contributory pension scheme. The remuneration of the non-executive directors is set by the Board. No director may participate in any meeting at which discussion or any decision regarding his own remuneration takes place.

The Audit Committee
The Audit Committee comprises Michael Bonte-Friedheim (Chairman), Gordon Stollery and Kevin Lyon. It is responsible for ensuring that the financial performance of the Group is properly reported on and monitored and for reviewing the auditor’s reports relating to accounts and internal control systems. The terms of reference for the Audit Committee provide for it to have unrestricted access to the Company's auditors.

The Share Dealing Code
The Company takes all reasonable steps to ensure compliance by the Directors and the Company's employees and agents with the provisions of the AIM Rules relating to dealings in securities of the Company and has adopted an appropriate share dealing code for this purpose.