Corporate Governance

The Directors have established financial controls and reporting procedures which are considered appropriate given the size and structure of the company.

The Directors are committed to maintaining high standards of corporate governance, and propose, so far as is practicable given the Company’s size and nature, to comply with the UK Corporate Governance Code (“QCA Code”).

In particular, despite not being a requirement for a company incorporated in the BVI, it is the policy of the Company to lay the annual audited accounts before all Shareholders at an annual general meeting no later than six months after the close of the previous financial year. However, at present, due to the size of the Company, the Directors acknowledge that adherence to certain other provisions of the QCA Code may be delayed until such time as the Directors and their advisors are able to fully adopt them. The Directors established remuneration and audit committees.

Audit committee

The audit committee, which comprises JD McGraw and Charles Wood, have the primary responsibility for monitoring the quality of internal control and ensuring that the financial performance of the Company is properly measured and reported on and for reviewing reports from the Company’s auditors relating to the Company’s accounting and internal controls. The committee is also responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring the financial performance of the Company is properly monitored and reported.

Remuneration committee

The remuneration committee, which comprises Eddie Gonzalez and Charles Wood, is responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options with due regard to the interests of the shareholders and the performance of the Company.

Share dealing code

The Company has adopted a share dealing code appropriate for a company whose shares are admitted to trading on AIM and will take all reasonable steps to ensure compliance by the Directors, persons discharging management responsibility and any relevant individuals with all applicable laws and rules relating to share dealing.

Application of the City Code

As the Company was incorporated in and remains registered in the British Virgin Isles, it is not treated by the Takeover Panel as resident in the United Kingdom (“UK”), the Channel Islands or the Isle of Man and therefore it is not subject to the UK Takeover Code. However the Company has incorporated certain provisions in its Articles of Association which are broadly similar to those of Rule 9 of the Takeover Code. It should however be noted that as the Takeover Panel will have no role in the interpretation of these provisions, Shareholders will not necessarily be afforded the same level of protection as is available to a company subject to the Takeover Code which now has the effect of law for those companies within its jurisdiction.

For more information on the Company's Takeover Provisions please refer to Article 23 of the Company's Memorandum of Association and Articles of Association.