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CORPORATE GOVERNANCE

The Directors support high standards of corporate governance. Compliance with the Combined Code is not required for a company whose shares are admitted to trading on AIM and therefore the Company is not fully compliant with the Combined Code. Compliance with the Combined Code will still not be required as a consequence of having a secondary listing on the Official List. However, the Directors have always taken note of its provisions and voluntarily complied whenever it has been appropriate to do so. Following Admission the Company will continue to voluntarily comply with the Combined Code where appropriate.

The Company notes that currently an additional non-executive director is required to be appointed to the remuneration committee and the audit committee in order to comply with the Combined Code. It is therefore the intention of the Company to appoint a further non-executive director in the near future. Save for this, as at the date of this document, the Directors believe that the Company is compliant with the provisions of the Combined Code in all material aspects.

The Board currently comprises an independent non-executive chairman, two executive directors and two independent non-executive directors. The Board meets regularly during the course of the year to review trading performance and budgets, funding, to set and monitor strategy, examine acquisition opportunities and report to Shareholders. The Board has a formal schedule of matters specifically reserved to it for decisions. The roles of Chairman and Chief Executive are separate, and the responsibilities of Chairman and Chief Executive are independently defined. It is the Chairman’s responsibility to ensure that the Board is provided with accurate, timely and clear information in relation to the Group and its business.

The Combined Code recommends that the Board should appoint one of its independent non-executive directors to be the senior independent director. The senior independent director should be available to Shareholders if they have concerns that contact through the normal channels of Chairman, Chief Executive or Finance Director has failed to resolve or where such contact is inappropriate. Mr. S.R. Iyer is the Board’s existing senior independent director and will continue in this role following Admission.

The Board has appointed an Audit Committee, a Remuneration Committee and a Nomination Committee, each of which have defined terms of reference which are summarised in Part 6 of this document. Each committee and each Director has the authority to seek independent professional advice where necessary to discharge their respective duties in each case at the Company’s expense. In addition, each Director and committee has access to the advice of the Company Secretary, Richard Vanderplank of Cains Fiduciaries Limited. Members of the Audit, Remuneration and Nomination committees are detailed in Part 6 of this document.

The Company has adopted a share dealing code which is based on the Model Code for directors dealings contained in the Listing Rules.