Corporate governance

The Directors recognise the importance of sound corporate governance and the guidelines set out in the Combined Code. Whilst AIM companies are not obliged to comply with the Combined Code, the Directors do intend to comply with the Combined Code so far as is appropriate having regard to the size and nature of the Enlarged Group and the size and constitution of the Board.

The Company currently has an Audit Committee, with Anthony Balme as Chairman, and a Remuneration Committee, with David Paxton as Chairman. The Directors consider that the Company is not currently of a size, nor are its affairs of such complexity, to justify the establishment of any other Board committees. Accordingly, all matters save those related to audit and remuneration matters that may be capable of delegation to committees will be dealt with by the full Board.

As such, save as disclosed the Board of Directors is responsible for the management of the business of the Company, setting the strategic direction of the Company and establishing the policies of the Company. It is their responsibility to oversee the financial position of the Company and monitor the business and affairs of the Company, on behalf of the Shareholders, to whom they are accountable. The primary duty of the Board is to act in the best interests of the Company at all times. The Board of Directors also addresses issues relating to internal control and the Company’s approach to risk management.

The primary responsibilities of the Board include:

• establishing long term goals for the Company and strategic plans to achieve these goals;
• implementing adequate systems of internal control together with appropriate monitoring of compliance activities and establishment of and adherence to ethical and environmental standards;
• implementing policies and codes of conduct to assist the Company and its employees (if any) in maintaining appropriate standards of behaviour, business ethics and integrity;
• implementing policies and programmes aimed at complying with all environmental statutory standards and where standards do not exist, applying appropriate self-regulation;
• adopting practices designed to identify and monitor significant areas of business risk and to effectively manage those risks in accordance with the Company’s risk profile;
• recognising that adherence to corporate governance standards and benchmarks is an evolving process by reviewing and updating the Company’s practices periodically or when otherwise appropriate; and
• preparing, implementing and monitoring policies to ensure that all major developments affecting the financial position and state of affairs of the Company and any subsidiaries are announced to AIM through specific processes involving its nominated adviser from time-to-time.

The Directors will comply with Rule 21 of the AIM Rules relating to Directors’ dealings and will take all reasonable steps to ensure compliance by the Company’s applicable employees (if any). The Company has adopted and will operate a share dealing code for Directors and employees (if any) in accordance with the AIM Rules.

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