Corporate governance

As an AIM-listed company, there is no requirement to comply with the revised Combined Code, issued by the Financial Reporting Council in June 2006 (the "Combined Code"). However, the Directors recognise the value of the provisions set out in the Combined Code and have decided to provide limited corporate governance disclosures based on certain of the disclosures required of a fully listed company.

The Board has established an Audit Committee, a Remuneration Committee and a Nominations Committee, each with formally delegated duties and responsibilities. The Audit Committee comprises Barclay Forrest (Chairman) and Nicholas Ward. Moira Black held the position of Chairman of this committee until February 2010, when she was replaced by Barclay Forrest. The Remuneration Committee comprises Barclay Forrest (Chairman) and Nicholas Ward. Moira Black and Brian Myerson stepped down from the committee when they left the Board. The Nominations Committee comprises Barclay Forrest (Chairman) and Nicholas Ward. Barclay Forrest replaced Brian Myerson as Chairman of the committee when the latter stepped down from the Board. Moira Black stepped down from the committee when she left the Board.

The Audit Committee receives and reviews reports from management and the Company's auditors relating to the interim and annual financial statements and the accounting and internal control systems in use throughout the Group. The Audit Committee has unrestricted access to the Group's auditors.

The Remuneration Committee reviews the scale and structure of the Executive Directors' remuneration and the terms of their service contracts. The remuneration and terms and conditions of appointment of the Non-Executive Directors are set by the Board. The Remuneration Committee also administers the Group's share option scheme.

The Nominations Committee meets as required to consider and make recommendations on the appointment of Directors to the Board.