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Directors Responsibilities

Governance

The AIM rules do not require the company to comply with the UK Corporate Governance Code. However, the Company recognises the importance of good governance and has adopted governance procedures as are appropriate for the size and nature of the Group. These procedures have been selected with due regard to the provisions of the UK Corporate Governance Code. The Board’s role is to agree the Group’s long-term direction and strategy and monitor achievement of its business objectives. The Board meets monthly for these purposes and holds additional meetings when necessary to transact other business. The Board receives reports for consideration on all significant strategic and operational matters. The Non-Executive Directors are considered by the Board to be independent of management, and free from any business or other relationship which could materially interfere with the exercise of their judgement. The Board delegates certain of its responsibilities to the Audit and Remuneration Committees of the Board. These Committees operate within clearly defined, written Terms of Reference. The Audit Committee, composed of the three Non-Executive Directors, is chaired by Edward McDermott. The Committee meets at least twice a year and assists the Board in meeting responsibilities in respect of external financial reporting and internal controls. The Audit Committee also keeps under review the scope and results of the annual financial audit. It also considers the cost-effectiveness, independence and objectivity of the Auditors, taking account of any non-audit services provided by them. The Remuneration Committee also comprises the Non-Executive Directors and is chaired by James Newman. The Remuneration Committee meets at least once a year to determine the appropriate remuneration for the Company’s Executive Directors, ensuring that this reflects their performance and that of the Group, and to demonstrate to shareholders that executive remuneration is set by Board members who have no personal interest in the outcome of their decisions. The Group operates a performance bonus scheme for the Executive Directors. The objective of adopting the scheme is to provide the appropriate reward and incentive for the successful financial performance of the Group in line with the Company’s aims and strategy.