The Directors are aware of the Combined Code 2003 applicable to listed companies. The Directors note that as an AIM company there is no requirement to adopt the Combined Code. The Directors intend to comply with its main provisions as far as is practicable having regard to the size of the Group. The Board remains accountable to the Company's shareholders for good corporate governance.

The Board of Directors

The Company supports the concept of an effective Board leading and controlling the Company. The Board is responsible for approving Company policy and strategy. The Board holds at least six formal meetings in each calendar year and is supplied with appropriate and timely information and the Directors are free to seek any further information they consider necessary. All Directors have access to advice from the Company Secretary and independent professionals at the Company's expense. Training is available for new Directors and other Directors as necessary. A number of the Group's key strategic and operational decisions are reserved exclusively for the decision of the Board.

The Board consists of two executive directors who hold operating positions in the Company (the Managing Director and the Finance Director) and five non-executive Directors, who bring a breadth of experience and knowledge, all of whom are independent of management and three of whom are independent of any business or other relationship which could interfere with the exercise of their independent judgment.  The Board regularly reviews key business risks including the financial risks facing the Group in the operation of its business.

The Company has adopted a model code for Directors’ dealings which is appropriate for an AIM listed company. The Directors intend to comply with Rules 21 and 31 of the AIM Rules relating to Directors’ dealings and will take all reasonable steps to ensure compliance by the Group’s applicable employees as well.

Board Committees

The Company’s Audit Committee comprises Mr A. Mehra (Chair), Mr R. Beevor and Mr G. Toll.The Audit Committee is responsible for ensuring that appropriate financial reporting procedures are properly maintained and reported on and for meeting with the Group’s auditors and reviewing their reports on the Group’s financial statements and the internal controls. 

The Company’s Remuneration Committee, comprises Dr R. Bhappu (Chair), Mr A. Mehra and Mr R. Beevor. The Remuneration Committee is responsible for reviewing the performance of the executives, setting 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. 

The Company’s Physical Risks Committee comprises Mr G. Toll (Chair), Dr R. Bhappu, Mr R. Davey and Mr A. Mehra. The Physical Risks Committee is responsible for reviewing the compliance with regulatory and industry standards for environmental performance and occupational health and safety of personnel and the communities affected by the Company.

[Last updated:  June 2010]