AIM Rule 26

AUDIT COMMITTEE

Members: Lord St. John of Bletso, Steven Maine, Steven Scott

The principal responsibilities of the Committee are to:

• Monitor the integrity of the financial statements of the group, including its annual and interim reports, preliminary results' announcements and any other formal announcement relating to its financial performance, ensuring that appropriate accounting standards have been followed and consistently applied and that appropriate estimates and judgements have been made where necessary.
• Keep under review the effectiveness of the group's internal controls and risk management systems. 
• Review the arrangements for employees to make whistleblowing disclosures in regard to financial reporting and oversee the investigation of any issues arising. 
• Make recommendations to the Board in relation to the appointment of the group's external auditor and oversee the relationship with the auditor including regularly meeting with the auditor to review the planning and findings of the audit.

REMUNERATION COMMITTEE

Members: Lord St. John of Bletso, Steven Maine, Steven Scott

The principal responsibilities of the Committee are to:

• Determine the policy for the remuneration of the Chief Executive, the executive directors and senior management including pension arrangements and contractual terms.
• Approve the design of and determine targets for any performance-related pay schemes operated by the group. 
• Oversee all aspects of share incentive plans including determining what awards are to be made and the performance targets to be used. 
• Oversee any major changes to employee benefits structures throughout the group. 
• Supervise the preparation of the report on directors' remuneration in accordance with the Companies Act.

NOMINATIONS COMMITTEE

Members: Lord St John of Bletso, Steven Scott, Steven Maine

The principal responsibilities of the Committee are to:

• Regularly review the structure, size and composition of the Board.
• Consider and approve succession planning arrangements for directors and other senior executives. 
• Identify and nominate candidates to fill Board vacancies. 
• Make recommendations to the Board concerning membership of the Audit and Remuneration Committees, candidates for the role of senior independent director, the appointment and re-appointment of non-executive directors and the continuation in office of any director at any time.