CORPORATE GOVERNANCE

As an AIM listed company, the Company is not required to comply with the Combined Code on Corporate Governance, however the Board supports the general principles therein.

The Board
The Board is responsible for creating value for shareholders, determining strategy, approving significant items of expenditure and consideration of significant financing and legal matters.

The Board is chaired by Andrew Knight, a co-founder of the business. Dr Ian Pardoe, also a co-founder of the business, is Chief Executive Officer and Chief Medical Director.
The Group is currently led and controlled by a Board consisting of three Executive Directors and one Non-executive Director. The Board considers that the Non-executive Director is independent and that he has specific expertise and experience, materially enhancing knowledge, judgement and overall performance of the Board.

Board Committees
The Board has referred certain responsibilities to the Board Committees set out below which operate within defined terms. The current composition of Board Committees is as follows:

A N Knight	Executive Chairman	Chairman of Remuneration Committee
Dr Ian Pardoe	Chief Executive Office & Medical Director
Christopher Pate	Finance Director	Chairman of Audit Committee
Prof. Michael Fowler	Non-executive Director	Member of Audit and Remuneration Committees

Audit Committee
The purpose of the Audit Committee, which is chaired by Christopher Pate, is to provide formal and transparent arrangements for considering how to apply the financial report and internal control principles set out in the Combined Code, and to maintain an appropriate relationship with the Company’s auditors. The key terms are as follows:

• to monitor the integrity of the financial statements of the Company, and any formal announcement relating to the Company’s performance;

• to monitor the effectiveness of the external audit process and make recommendations to the Board in relation to the appointment, re-appointment and remuneration of the external auditors;

• to keep under review the relationship with the external auditors including (but not limited to) their independence and objectivity;

• to keep under review the effectiveness of the Company’s financial reporting and internal control policies and systems; and

• to review, at least annually, the need for an internal audit function.

Remuneration Committee
The purpose of the Remuneration Committee, which is chaired by Andrew Knight, is to establish a formal and transparent procedure for developing policy on executive remuneration and to set the remuneration packages of individual Executive Directors. The key terms are as follows:

• to determine and agree with the Board the framework or broad policy for the remuneration of the Executive Directors;

• to determine the total individual remuneration package of each Executive Director including, where appropriate, bonuses, incentive payments and share options;

• to determine targets for any performance related pay schemes; and

• to determine the policy for and scope of pension arrangements for Executive Directors.