Details of committees

Audit Committee

The Company has established an Audit Committee composed of the non-executive directors and chaired by Nick Downshire. The Audit Committee will meet no less than twice each year and is responsible for making recommendations to the Board on the appointment of the auditors and the audit fee for reviewing the conduct and control of the annual audit and for reviewing the operation of the internal financial controls. It also has responsibility for the reporting of the financial performance of the Company and for reviewing financial statements prior to publication.

Remuneration Committee

The Company has established a Remuneration Committee currently composed of the non-executive directors and chaired by James Lambert. It will review the performance of the executive directors and sets the scale and structure of their remuneration and the basis of their service agreements with due regard to the interests of shareholders. The Remuneration Committee also determines the allocation of share options to employees. It is a rule of the Remuneration Committee that a Director shall not participate in decisions concerning his/her own remuneration.

Nomination Committee

The Company has established a Nomination Committee currently composed of the non-executive directors and chaired by James Lambert. The Nomination Committee will meet at least once a year and at such other times as the Chairman of the Committee shall require and has responsibility for leading the process for Board appointments and making recommendations to the board accordingly via a formal, transparent and rigorous appointment procedure.

The Company has adopted the Model Code for Directors’ dealing as set out in the Listing Rules of the UK Listing Authority (varied and amended as applicable to AIM companies) and will take all reasonable steps to ensure compliance by Directors and relevant employees.