Although the Company is not required to comply with the provisions of the Combined Code, the directors intend to comply, so far as it is practicable and appropriate for a public Company of its size and nature.
The directors believe the Board is soundly constituted although, at this stage of the Group's development, it is felt the functions of a Nomination Committee can be adequately fulfilled by deliberation of the full Board: this will nevertheless be kept under review.
With at least ten full Board meetings throughout the year, the Board is well able to exercise control over the activities of the Group.
The Board considers that Karl Monaghan, Christa Echtle and Richard Midmer have all acted as non-executive directors and that Karl Monaghan and Christa Echtle may be considered as independent for the purposes of the Combined Code.
The Company maintains appropriate directors' and officers' liability insurance.
All directors have access to the advice and services of the Company Secretary.
The Audit Committee comprises Karl Monaghan (Chairman), Farouq Sheikh and Christa Echtle. The Finance Director and representatives of the external auditors attend meetings by invitation as required. The Committee meets at least twice each year and receives reports from the Company's management and external auditors relating to the annual and interim accounts and the accounting and internal control systems throughout the Group. The Committee has direct and unrestricted access to the external auditors and reviews all services being provided by them to evaluate their independence and objectivity, taking into consideration relevant professional and regulatory requirements in order to ensure that said independence and objectivity are not impaired by the provision of permissible, non audit services. Details of the amount paid to the external auditors during the year, for audit and other services are set out in note 3 to the financial statements - Annual Report 2008.
The Remuneration Committee comprises Karl Monaghan and Christa Echtle and meets at least twice each year. The principal duties of the committee are to review the scale and structure of the remuneration and service contracts for executive directors and senior management. The Committee also administers the Company's share option schemes.