The Directors recognise the importance of sound corporate governance and the Enlarged Group will comply with the provisions of the Corporate Governance Code for Small and Mid-Size Quoted Companies ("QCA Code"), as published by the Quoted Companies Alliance, to the extent they consider appropriate in light of the Enlarged Group's size, stage of development and resources.
The Enlarged Group will hold board meetings periodically as issues arise which require the attention of the New Board. The New Board will be responsible for the management of the business of the Enlarged Group, setting the strategic direction of the Enlarged Group and establishing the policies of the Enlarged Group. It will be the New Board's responsibility to oversee and monitor the financial position, the business and affairs of the Enlarged Group on behalf of the Shareholders, to whom the directors are accountable. The primary duty of the New Board will be to act in the best interests of the Enlarged Group at all times. The New Board will also address issues relating to internal control and the Enlarged Group's approach to risk management.p>
The Enlarged Group has also established a remuneration committee (the "Remuneration Committee"), an audit committee (the "Audit Committee") and an AIM Rules compliance committee (the "AIM Compliance Committee") with formally delegated duties and responsibilities.
The Remuneration Committee, which will comprise Simon Woolley as Chairman and Gillian Leates, will meet not less than twice each year.
The committee will be 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 the Shareholders and the performance of the Enlarged Group.
The Audit Committee, which will comprise Gillian Leates as Chairman and Simon Woolley, will meet not less than twice a year. The committee will meet not less than twice a year. The committee will be responsible for making recommendations to the New Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the Enlarged Group 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 Enlarged Group.
The AIM Compliance Committee, which will comprise Gillian Leates as Chairman and Simon Woolley, will be responsible for ensuring that (i) the New Board remain at all times fully cognisant of their obligations under the AIM Rules for Companies and (ii) regular contact is maintained with the Company's nominated adviser so that it is kept up to date with all relevant developments at the Company.
The Enlarged Group has adopted and will operate a share dealing code governing the share dealings in the Company's shares of the New Board and applicable employees with a view to ensuring compliance with the AIM Rules.