Corporate Governance

The Directors recognize the value and importance of having high standards in corporate governance. While the company is not subject to the UK Corporate Governance Code, the company intends, insofar as is practicable given its size, nature and state of development, to comply with the main provisions of the UK Corporate Governance Code, the Quoted Companies Alliance guidelines, and the Policy and Voting Guidelines for AIM Companies issued by the National Association of Pension Funds.

The company is not subject to any federal or state corporate governance regime in the United States.

The board of the company comprises two executive directors and five non-executive directors, whose experience complements that of the executive directors and who can provide an independent view to the executive directors.

The company has established an Audit Committee, a Compensation Committee, a Nomination Committee and an AIM Compliance and Corporate Governance Committee. The roles that these committees serve within the group are described below.

The members of the Audit Committee are Massoud Entekhabi (Chairman), Alan Matthews and Kent Johnson.

Meetings will be held no fewer than three times a year. As appropriate, Chief Financial Officer Craig Crowell will be invited to attend meetings, and the company’s auditors will be regularly invited to attend meetings, including at the planning stage before the audit and after the audit at the reporting stage.

The role of the committee is to consider matters relating to the appointment of and the independence of the company’s auditors, as well as to review the integrity of the company’s annual and interim reports, preliminary results announcements and any other formal announcement relating to the company’s financial performance. The committee will also review the effectiveness of the group’s system of internal control and risk management procedures.

The members of the Compensation Committee are Kent Johnson (Chairman), Alan Matthews and Massoud Entekhabi.

The primary duty of the committee is to determine and work with the board to agree upon the framework or broad policy for the remuneration of the company’s executive directors, the company secretary and such other members of the executive management as it is designated to consider. The remuneration of the non-executive directors is a matter for the chairman and the company’s executive directors. No director or manager may be involved in any decisions about their own remuneration.

The members of the Nomination Committee are Alan Matthews (Chairman), Kent Johnson and Massoud Entekhabi.

The Nomination Committee is responsible for identifying and nominating members of the board, recommending directors to be appointed to each committee of the board and the chair of such committees, and overseeing the evaluation of the board.

The members of the AIM Compliance and Corporate Governance Committee are Alan Matthews (Chairman), Kent Johnson, Massoud Entekhabi and James Thompson.

The committee will meet at least four times a year and at any other time when requested by a member of the committee. The committee will be responsible for, inter alia, monitoring the quality of internal procedures and controls to enable the company to comply with the AIM Rules for Companies and the timely and accurate disclosure of all information that is required to be disclosed in order to satisfy the company’s legal and regulatory obligations. The company has adopted a share-dealing code for directors and key employees, which the directors believe is appropriate for an AIM-quoted company. The company will comply with Rule 21 of the AIM Rules for Companies, which relates to directors’ dealings and, in addition, will take all reasonable steps to ensure compliance by applicable employees.