Corporate Governance

The Board of Directors currently comprises three Executive Directors and five Non-Executive Directors, one of whom is the Chairman. The Directors recognise the importance of sound corporate governance and intend to observe the requirements of the Code of Best Practice (commonly known as the "Combined Code"), as published by the Financial reporting Council to the extent they consider appropriate in light of the Company's size, stage of development and resources.

In accordance with the Combined Code the Company is headed by an effective Board which is collectively responsible for promoting the success of the Company. The Board sets the Company's strategic aims, its values and standards, and ensures that its obligations to its shareholders and others are understood and met. All Directors are expected to bring independent judgement to bear, and to take decisions objectively in the interests of the Company. If Directors have concerns about the way the Company is being run or about any course of action that is proposed, they must ensure that such concerns are recorded in the board minutes if they cannot be resolved. Non-Executive Directors are expected to constructively challenge and contribute to the development of strategy, to scrutinise management performance, to satisfy themselves on the integrity of financial information and that financial controls and risk management systems are robust and defensible. It is expected that the Non-Executive Directors will hold separate meetings without Executive Directors or the Chairman present. The scope of their responsibilities is enlarging, and Non-Executive Directors will have to undertake that they have sufficient time to fulfil the role, and must disclose any other commitments or future new appointments. New Directors to the Board receive a detailed induction pack on appointment, and are advised to regularly update and refresh their skills and knowledge. This includes skills and knowledge that they need to bring to their role, as well as matters relating to the Group itself.

Board Meetings
The Board meets regularly throughout the year. The Board is responsible for formulating, reviewing and approving the Company's strategy, financial activities and operating performance. Day to day management is devolved to the Executive Directors who are charged with consulting the Board on all significant financial and operational matters.

Board Committees
The Company has established an audit committee, a remuneration committee and a working capital committee. In light of the size of the Board, the Directors do not consider it necessary to establish a nomination committee. However, this will be kept under regular review.

Audit Committee:
Chairman: Toby Howell
Members: Adam Wilson

An Audit Committee, comprising Toby Howell and Adam Wilson has been established by the Company.  The Audit Committee is chaired by Toby Howell and meets at least two times each year. The Audit Committee reviews the Company's annual and interim financial statements before submission to the Board for approval.  The committee also reviews regular reports from management and external auditors on accounting and internal control matters. Where appropriate, the committee monitors the progress of action taken in relation to such matters. The committee also recommends the appointment of, and reviews the fees, of the external auditors.

Remuneration Committee:
Chairman: Adam Wilson
Members: Toby Howell, Peter Chinneck

The Company has in addition established a Remuneration Committee, comprising Toby Howell, Adam Wilson and Peter Chinneck. The Remuneration Committee is chaired by Adam Wilson. The Committee is responsible for reviewing the performance of the Executive Directors and for setting the scale and structure of their remuneration, determining the payment of bonuses, considering the grant of options under any share option scheme and, in particular, the price per share and the application of performance standards which may apply to any such grant, paying due regard to the interests of shareholders as a whole and the performance of the Company.

Working Capital Committee
The Board has established a Working Capital Committee for the specific purpose of reviewing the group's working capital requirements from time to time. The members of this committee are Adam Wilson, Toby Howell and Gregory Kuenzel.

Internal controls
The Directors acknowledge their responsibility for the Group's systems of internal controls and for reviewing their effectiveness. These internal controls are designed to safeguard the assets of the Company and to ensure the reliability of financial information for both internal use and external publication. Whilst they are aware that no system can provide absolute assurance against material misstatement or loss, in light of increased activity and further development of the Company, continuing reviews of internal controls will be undertaken to ensure that they are adequate and effective.

Risk Management
The Board considers risk assessment to be important in achieving its strategic objectives. There is a process of evaluation of performance targets through regular reviews by senior management to forecasts. Project milestones and timelines are regularly reviewed.

Securities Trading
The Company has adopted a share dealing code for dealings in shares by Directors and senior employees which is appropriate for an AIM company. The Directors will comply with Rule 21 of the AIM Rules for Companies relating to Directors' dealings and will take all reasonable steps to ensure compliance by the Group's applicable employees.

Relations with Shareholders
The Board is committed to providing effective communication with the shareholders of the Company. Significant developments are disseminated through stock exchange announcements and regular updates of the Company website. The Board views the Annual General Meeting as a forum for communication between the Company and its shareholders and encourages their participation in its agenda