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CORPORATE GOVERNANCE

The rules of the AIM do not compel the Company to comply with the Combined Code (the Code), a set of recommended corporate governance principles for UK public companies issued by the Financial Reporting Council. However, the Directors support high standards of Corporate Governance and have established a set of corporate governance principles which they regard as appropriate for the stage of development of the Group. For example, the Company has adopted a share dealing code for Directors and senior employees on substantially the same terms as AIM’s model code on directors’ dealings in company shares.

The Board has also established an Audit Committee, Remuneration Committee and Nominations Committee with formally delegated duties and responsibilities.

The Audit Committee consists of all the independent Non-Executive Directors and is chaired by Rajendra Lodha. The Audit Committee normally meets twice a year and has responsibility for, among other things, planning and reviewing the annual report and accounts and interim statements and involving, where appropriate, the auditors. The Committee also approves auditors’ fees and reviews auditor independence, as well as focussing on compliance with legal requirements and accounting standards. It is also responsible for ensuring that an effective system of internal controls is maintained. The ultimate responsibility for reviewing and approving the annual accounts and interim statement remains with the Board.

The Remuneration Committee is made up of all the independent Non-Executive Directors and is chaired by Dr Kim Tan. The Remuneration Committee, which meets as required, but at least once a year, has responsibility for making recommendations to the Board on the compensation of senior executives and determining, within agreed terms of reference, the specific remuneration packages for each of the Executive Directors. It also operates the Share Option Plan and sets performance conditions which must be satisfied before options granted under the Share Option Plan can be exercised.

The Nominations Committee comprises the Chairman and all of the independent Non-Executive Directors and is chaired by Dr Kim Tan. The Nominations Committee has responsibility for reviewing the size and composition of the Board and the appointment and/or replacement of additional directors and making appropriate recommendations to the Board.