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Corporate Governance

The Directors observe the requirements of the UK Corporate Governance Code to the extent they consider appropriate in light of the Company’s size, stage of development and resources and take into account the Corporate Governance Guidelines for Smaller Quoted Companies published by the Quoted Companies Alliance so far as it is practicable and appropriate to a company whose shares are admitted to trading on AIM. Whilst there is no equivalent to the UK Corporate Governance Code in the BVI, the BVI Companies Act brings with it a more formalised approach to corporate governance particularly in the areas of the laws and rules as to directors’ duties and liabilities and shareholders’ rights which apply to all BVI companies.

The Company is not subject to the UK City Code on Takeovers and Mergers as it is incorporated in the BVI. As a result, neither a takeover of the Company nor certain stake-holding activities of a Shareholder would be governed by the Takeover Code. In particular, the BVI Companies Act does not contain provisions similar to those in the Takeover Code which, inter alia, oblige a person or persons acquiring at least 30 per cent. of voting rights in a company to which the Takeover Code applies to make an offer to acquire the rest of the voting rights.

The Board of Directors

The Board of Directors consists of three members, Mr Mitch Alland, Executive Chairman and Chief Executive Officer; Mr Denham Eke, Chief Financial Officer; and Jim Mellon, Non-Executive Director.

The Company has established an Audit Committee and a Remuneration Committee with formally delegated duties and responsibilities.

The Audit Committee

The Audit Committee consists of Mitch Alland as Chairman and Jim Mellon. The committee is responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the Company is properly monitored and reported. In addition, the Audit Committee will receive and review reports from management and the auditors relating to the interim report, the annual report and accounts and the internal control systems of the Company. The Audit Committee meets at least twice a year.

The Remuneration Committee

The Remuneration Committee consists of Mitch Alland as Chairman and Jim Mellon. The committee is responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options with due regard to the interests of shareholders and the performance of the Company.