Committees & Policies

The Board meets frequently to consider all aspects of the activities of the Company and has reserved to it certain matters, including overall strategy and approval of major capital expenditure. All Directors have access to advice from the Company Secretary and the Company's professional advisers.

Audit Committee
The Audit Committee operates under terms of reference established by the Board on 6 December 2006. It is chaired by Roland Wessel, determines the terms of engagement of the Company’s auditors and determines, in consultation with the auditors, the scope of the audit. The Audit Committee will receive and review reports from management and the Company’s auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee has unrestricted access to the Company’s auditors.

In order to safeguard the objectivity and independence of the Group’s external auditors, the Audit Committee reviews and monitors the nature and extent of any non-audit services undertaken by the external auditors.

Remuneration Committee
The Remuneration Committee, reviews the scale and structure of the Executive Directors’ and senior employees’ remuneration and the terms of their service or employment contracts, including share option schemes and other bonus arrangements, operating under the terms of reference established by the Board on 6 December 2006. The remuneration and terms and conditions of appointment of the Non-Executive Directors will be set by the entire Board. Roland Wessel and Justin Burley are members of the Remuneration Committee.

Executive Directors’ remuneration is determined on behalf of the Board by the Remuneration Committee (after reviewing publicly available information concerning the remuneration scales of other similar companies). The remuneration of the Non-Executive Directors is determined by the Board as a whole.

None of the Directors participates in any discussion or votes on any proposal relating to his own remuneration. The Group’s policy is to remunerate the Group’s senior executives fairly in such a manner as to facilitate the recruitment, retention and motivation of suitably qualified personnel.

Share Dealing Code
The Board complies with Rule 21 of AIM Rules relating to Directors’ dealings as applicable to AIM companies and will also take all reasonable steps to ensure compliance by the Group’s applicable employees in accordance with the Share Dealing Code adopted by the Board on 6 December 2006.

AIM Rules and Combined Code
The Board is in full support of high standards of Corporate Governance and, although not subject to the requirements of the Combined Code on Corporate Governance, seeks to adopt best practices in line with the Combined Code, where practicable. The Company's shares are traded on AIM and takes seriously its obligations under AIM Rules.

Business Ethics
The Company is committed to operating with integrity and honesty throughout the organisation and with all stakeholders and persons with whom we do business, including government bodies, business partners, shareholders and contractors. All payment and revenues are processed and recorded in a transparent manner. Our business ethics in reinforced by application of the stringent policy adopted by the Board on 28 November 2008.