Compliance with the Combined Code

Under the rules of the AIM Market the Company is not required to comply with the Combined Code (2008). The Board of Directors is committed to high standards of corporate governance and has regard to the principals of the Combined Code. The Corporate Governance procedures that are in effect are described below.

Audit Committee

The Audit Committee comprises Zafar Karim (chairman) and Tom Reuner. The purpose of the Committee is to ensure the preservation of good financial practices throughout the Company; to monitor that controls are enforced to ensure the integrity of financial information; to review the interim and annual financial statements; and to provide a line of communication between the Board and external auditors. The Committee is also responsible for reviewing the independence of the Auditors and for agreeing their remuneration. The terms of any related party transactions are required to be approved by the Committee.

Remuneration Committee

The Remuneration Committee comprises Zafar Karim (chairman), Raj Rai and Tom Reuner. It is responsible for the directors' remuneration, other benefits and terms of employment, including performance related benefits and share options. Board members absent themselves from discussions involving their own remuneration.

Nominations Committee

The Nominations Committee comprises Zafar Karim (chairman), Raj Rai and Tom Reuner. It meets as necessary to select suitable candidates for the appointment of directors and other senior appointments.

Model Code for Dealings

The Company has adopted a model code for dealings in shares by directors and senior employees which is appropriate for an AIM company. The directors comply with Rule 21 of the AIM Rules relating to directors' dealings and will take all reasonable steps to ensure compliance.

Board and Directors

The Board comprises two Executive Directors and one Non-Executive Director.   The Directors work together throughout the year.

The Board meets formally, as required but at least 6 times a year. At each scheduled meeting of the Board, the Directors report on the Company's operations. All Directors are subject to re-election by shareholders at the first opportunity after their appointment. All Directors are required to retire by rotation and one third of the Board is required to seek re-election each year. Recommendations on new appointments to the Board are made by individual Directors and are discussed at Board meetings.