Corporate governance

The Directors acknowledge the importance of the UK Corporate Governance Code and comply with its principles so far as is practicable and appropriate given the size and constitution of the Board.

The Group also complies with the principles of the QCA’s Corporate Governance Code for Small and Mid-Size Quoted Companies published in 2013.

The Company is subject to the City Code on Takeovers and Mergers.

The Board has established Audit and Remuneration committees; it does not operate a separate Nominations Committee, this is undertaken by the board itself.

The Audit Committee comprises William Phelps, who acts as its Chairman and Malcolm Butler. The audit committee receives and reviews reports from the management and the external auditors of the Group relating to the annual and half yearly accounts and the accounting and internal control systems of the Group. The audit committee has unrestricted access to the Group’s external auditors.

The Remuneration Committee comprises William Phelps, who acts as its Chairman and, Malcolm Butler. The remuneration committee sets and reviews the scale and structure of the Executive Directors’ and senior management’s remuneration and the terms of their service contracts with due regard to the interests of shareholders. The remuneration and terms and conditions of appointment of the Non-Executive Directors are set by the board. No executive director or member of the senior management is permitted to participate in discussions or decisions concerning his own remuneration.

In March 2011, the Company adopted its own Corporate Governance Handbook, which includes a model code for dealing in Ordinary Shares by Directors and Employee. In August 2012, the Company put in place its Anti-Corruption and Bribery Policy.

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