Statement of compliance with QCA Corporate Governance
The Company has applied the Quoted Companies Alliance corporate governance code ('QCA
Code') following the recent changes to the AIM rules which require all AIM companies to comply.
The Directors will continue to comply with the relevant requirements of the QCA Guidelines and its
compliance with the QCA Code will be monitored on a regular basis.
The Board is responsible for formulating, reviewing and approving the Company's strategy, budgets
and corporate actions.
The Company has established properly constituted audit, remuneration and nomination committees of
the Board with formally delegated duties and responsibilities.
The audit committee will have primary responsibility for monitoring the quality of internal controls and
ensuring that the financial performance of the Company is properly measured and reported on. It will
receive and review reports from the Company's management and auditors relating to the interim and
annual accounts and the accounting and internal control systems in use throughout the Company.
The audit committee will meet at least twice every year and will have unrestricted access to the
Company's auditors. Members of the audit committee are: Peter Tomlinson and Enrique Benasso.
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 remuneration committee will meet at least twice
every year. Members of the remuneration committee are Peter Tomlinson and Simon Buckingham.
The nomination committee will regularly review the required structure and size of the Board compared
to its current position, make recommendations to the Board with regard to any changes and give full
consideration to succession planning for directors and other senior executives in the course of its
work. The committee will meet once every year and will be composed of Peter Tomlinson and Simon
The Company has adopted a code for Directors' and applicable employees' share dealings which is
appropriate for an AIM-listed company. The Directors will comply with Rule 21 of the AIM Rules
relating to Directors' dealings and will take all reasonable steps to ensure compliance by the Group's