The Directors support high standards of Corporate Governance and confirm that they intend to comply with the requirements of the new ‘Combined Code’ on Corporate Governance (“the code”) published in July 2003, so far as practicable given the size, nature and current stage of the development of the Group. The key Company objective is to enhance and protect shareholder value.

The Board of Directors
The Board consists of nine Directors whose names and details appear here. Seven are Executive and two are Non-executive Directors. All the Non-executive Directors are considered to be independent of management and free of any relationship that could normally interfere with the exercise of their independent judgement.

A formal schedule of matters is considered by the Board, which meets at least 10 times per year and keeps under constant review the need to hold additional meetings. The Board is responsible for:

• Overall Group Strategy
• Acquisitions
• Monitoring the operating and financial results against plans and budgets
• Ensuring that the necessary financial and human resources are in place for the company to meet its objectives
• Ensuring that the Group’s obligations to its shareholders and others are understood and met

The following committees, which have written terms of reference, deal with specific aspects of the Group’s affairs:

Audit Committee
The Audit Committee consists of the two Non-executive Directors and meets at least twice a year. It is responsible for ensuring that the financial activities of the Group are properly monitored, controlled and reported on. It meets the external auditors without Executive Directors being present and reviews reports from the auditors.

The Audit Committee recommends the appointment of external auditors, reviews the audit fee and audit plan and pre-approves all non-audit work of external auditors, prior to commitment by the Company.

Remuneration Committee
The Remuneration Committee consists of the two Non-executive Directors. It reviews the performance of the Executive Directors and sets the scale and structure of their remuneration and that of senior management and the basis of their service agreements with due regard to the interests of shareholders. In determining the remuneration of the Executive Directors and senior management the committee seeks to ensure that the Company will be able to attract and retain executives of the highest calibre. It makes recommendations to the full Board concerning the allocation of incentive schemes to employees. No Director participates in discussions or decisions concerning his own remuneration.