Board Structure

The Company is headed by an effective and objective Board which is collectively responsible for setting the Company’s strategic aims. The Board has put in place a framework of prudent and effective controls which enables strategy, budget and risks to be assessed and analysed. All major decisions concerning the management of risk, the recruitment of key staff, investor communications, strategic investments and the entering into material contracts are approved by the Board in advance. On admission the board constitution included four Executive and four Non-executive Directors.

The Board considers all the Non-executive Directors to be independent in accordance with the requirements of the Code. All committees, as well as Directors individually, have the authority to access independent professional advice at the Company’s expense. All the Directors have written letters of appointment that have been approved by the Board. The committees have written terms of reference which are reviewed annually. The Board meets on a regular basis, usually monthly, or otherwise as may be required to ensure the satisfactory execution of its duties.

Remuneration Committee

A remuneration committee, comprising Timothy Yeo, Guy Saxton and John Swingewood, has been established to review the performance of the executive directors and will set their remuneration and consider bonus and share options schemes. No Director or Proposed Directors will take part in discussions concerning their own remuneration. The remuneration committee is chaired by Guy Saxton.

Audit Committee

An audit committee, comprising Jeremy Fenn, Timothy Yeo and John Swingewood, has been established to determine the application of the financial reporting and internal control principles, including reviewing the effectiveness of the Group’s financial reporting, internal control and risk management procedures and the scope, quality and results of the external audit. The audit committee is chaired by Jeremy Fenn who is a chartered accountant.

Nominations Committee

The Company does not presently intend to form a nominations committee. However the Board will keep the situation under review.

Internal Audit

The Group currently does not have an internal audit function. The Directors believe that this would not be appropriate given its size and stage of development.

Board Performance

The Board maintains an informal process for the evaluation of its own performance. The Board believes that this evaluation process is commensurate with the current size and activities of the Group.

Communication with Shareholders

The Board takes the opportunity afforded by the Annual General Meeting and meetings with institutional investors to ensure that the Company’s objectives are widely communicated and understood. All preliminary, final and interim results presentations to investors and industry analysts, together with major press releases, are published on the Group’s website. Financial reporting is presented in such a way as to provide a balanced and understandable assessment of the Company’s position and prospects.

Internal Control

The Board is responsible for the Company’s system of internal control and for regularly reviewing its effectiveness.