Corporate Governance

The Directors recognise the importance of high standards of corporate governance and intend that the Company, where practicable for a public company of its size and nature, will comply with the principal provisions of the Combined Code.

The Company has established audit, nominations and remuneration committees of the Board with formally delegated duties and responsibilities.

The Audit Committee has a primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. It will receive and review reports from the Group’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee will meet at least twice a year and will have unrestricted access to the Group’s auditors. The chairman of the Audit Committee is David Timmins and its other members are Richard Connell and Christopher Marsh.

The Remuneration Committee will review the performance of the Executive Directors and make recommendations to the Board on matters relating to their remuneration and terms of employment. The Remuneration Committee will also make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. The chairman of the Remuneration Committee is Christopher Marsh and its other members are Richard Connell and David Timmins.

The Nominations Committee is responsible for making recommendations on the appointment of additional Directors and for reviewing the composition of the Board and membership of the board committees. The chairman of the Nominations Committee is Richard Connell and its other members are David Timmins and Christopher Marsh.