CORPORATE GOVERNANCE

Responsibilities of the members of the Board

The Directors acknowledge the importance of sound corporate governance whilst taking into account the Company’s size and stage of development. As the Company grows, the Directors intend that the Company should develop policies and procedures that reflect the principles of good governance as set out in the Quoted Companies Alliance Corporate Governance Guidelines for AIM companies and the Combined Code, to the extent that they are appropriate to the size of the Company.

The Company has adopted a share dealing code, based on the Model Code for Directors and relevant employees in accordance with the AIM Rules and will take proper steps to ensure compliance by the Directors and those employees.

The Directors have agreed to abide by Rule 21 of the AIM Rules for directors’ dealings as applicable to AIM companies and will also take all reasonable steps to ensure compliance by the Company’s applicable employees.

The Board

The Board meets regularly throughout the year. To enable the Board to perform its duties, each of the Directors has full access to all relevant information and to the services of the Company Secretary. If necessary the Non-Executive Directors may take independent professional advice at the Company's expense. The Board currently includes two Non-Executive Directors. The Board has delegated specific responsibilities to the committees described below.

Audit Committee

The Company has established an Audit Committee comprising Anthony Samaha, Geoffrey Brown and Joseph Jaoudi, with Anthony Samaha as Chairman.

The Audit Committee will meet at least twice each year and at any other time when it is appropriate to consider and discuss audit and accounting related issues. The Audit Committee will be responsible for monitoring the quality of internal controls and for ensuring that the financial performance of the Company is properly monitored, controlled and reported on. It will review a wide range of matters, including half-year and annual results before their submission to the Board. It will also meet the Company’s auditors without executive Board members being present and review reports from the auditors relating to accounts and internal control systems.

The Remuneration Committee

The Company has established a Remuneration Committee which comprises the Chairman, Anthony Samaha, Geoffrey Brown and Joseph Jaoudi, and will be chaired by Joseph Jaoudi.

The Remuneration Committee will review the performance of the executive Directors and set the scale and structure of their remuneration and the basis of their service agreements with due regard to the interests of Shareholders. In determining the remuneration of executive Directors, the Remuneration Committee seeks to enable the Company to attract and retain executives of the highest calibre. The Remuneration Committee will also make recommendations to the Board concerning the allocation of share options, bonus schemes, pension rights and compensation payments. No Director is permitted to participate in discussions or decisions concerning their own remuneration.

Control Procedures

The Board has approved financial budgets and cash forecasts. In addition, it has implemented procedures to ensure compliance with accounting standards and effective reporting.
Provision of information to auditors

As far as the Directors are aware, there is no relevant audit information of which the Company's auditors are unaware. Each director has taken appropriate steps to ensure that they are aware of such relevant information, and that the Company's auditors are aware of that information.

Annual General Meeting

The Annual General Meeting of the Company was held on 30 November 2009.

Nominations Committee

The Company has established a Nominations Committee, which comprising Anthony Samaha, Joseph Jaoudi and Geoffrey Brown, and will be chaired by Geoffrey Brown. The Nominations Committee will meet at least two times a year, and may meet at other times during the year as required. This committee will regularly review the structure, size and composition (including the skills, knowledge and experience) required of the Board compared to its current position and make recommendations to the Board with regard to any changes. In addition, it will give full consideration to succession planning for Directors and other senior executives, and be responsible for identifying, evaluating and nominating Board candidates. It will also review annually the time required from non-executive directors.

Nomad

AIM company's responsibilities

Supporting Nomad (company's nominated advisor) obligations are new compliance requirements for AIM companies and their directors. In particular, an AIM company is now expressly required to have in place sufficient procedures, resources and controls to enable it to comply with the AIM rules. For example:

The principle that an AIM company should maintain regular contact with its Nomad and keep it informed of matters affecting the company is also codified - the company is required to provide its Nomad with any information it reasonably requests or requires on an ongoing basis in order for the Nomad to carry out its responsibilities under the Nomad rules. This includes advising its Nomad of any proposed changes to the board and providing draft announcements to its Nomad in advance of them being made.