Governance

The Directors and the Proposed Directors recognise the importance of sound corporate governance and intend that the Enlarged Group will observe the provisions of the Combined Code and the main provisions of the QCA Guidelines insofar as they are appropriate given the Enlarged Group’s size, stage of development and financial resources.

The Company established properly constituted audit and remuneration committess with formally delegated duties and responsibilities on its first admission to trading on AIM on 10 October 2006. The members of both the audit committee and the remuneration committee as at the date of this document are ourselves, being Matthew Sutcliffe and Byron Lloyd, with Matthew Sutcliffe as the chairperson of each committee.

It is intended that, conditional upon Admission, each of Matthew Sutcliffe and Byron Lloyd will resign from both the audit and remuneration committees and, in their place, David Norwood, Jeremy Scudamore and Andrew Naylor will be appointed. Andrew Naylor will thereafter chair the audit committee and David Norwood will thereafter chair the remuneration committee.

At the present time, given its stage of development, the Board does not feel it is appropriate to have a nomination committee. However, the Company will review this decision in the future as appropriate.