We recognise the importance of sound corporate governance and will, in so far as is practicable given the Company’s size and the constitution of the Board, comply with the main provisions of the Combined Code, as modified by the recommendations of the Quoted Companies Alliance’s Corporate Governance Guidelines for AIM Companies.

The Board is responsible for formulating, reviewing and approving the Company’s strategy, budgets and corporate actions. As such we already have in place audit, remuneration and nomination committees with formally delegated duties and responsibilities.

Our audit committee is comprised of Andrew Jones (Chairman), Alexander Benger and Malcolm Groat. The audit committee meets at least three times a year to consider the integrity of the financial statements of the Company, including its annual and interim accounts; the effectiveness of the Company’s internal controls and risk management systems; auditor reports; and terms of appointment and remuneration for the auditor.

Our remuneration committee is comprised of Andrew Jones (Chairman, Alexander Benger and Malcolm Groat. The remuneration committee meets at least twice a year and has as its remit the determination and review of, amongst others, the remuneration of executives on the Board and any share incentive plans of the Company.

Our nomination committee is comprised of Andrew Jones (Chairman, Alexander Benger and Malcolm Groat. The nomination committee meets at least once a year and is responsible for reviewing the structure, size and composition, including skills, knowldge and experience, of the Board and making recommendations to the Board about adjustments. The committee also considers succession planning for Directors and other senior executives.

Takeover Code

The Takeover Code is issued and enforced by the Takeover Panel. The Takeover Code applies to all takeovers and merger transactions, however effected, where the Takeover Panel considers that the offeree company is, inter alia, a listed or unlisted public company centrally managed and controlled in the UK, the Channel Islands or the Isle of Man and to certain categories of private limited companies. TomCo is a company subject to the provisions of the Takeover Code and Shareholders are entitled to the protection afforded by the Takeover Code.