Corporate Governance

The Company is not subject to the Combined Code on Corporate Governance applicable to companies with full listings on the London Stock Exchange. The Company does however intend, in so far as is practicable and desirable, given the size and nature of the business, follow the recommendations on corporate governance for AIM companies (the 'QCA Guidelines') issued by the Quoted Companies Alliance ('QCA').

The Board

The Board of Directors of the Company is responsible to shareholders for leadership in all aspects of the business. The Board comprises seven members. Five independent Non-Executive Directors, contribute individual experience from diverse backgrounds. Two Executive Directors are responsible for the implementation of all Board decisions and oversee the management of the Group on a day-to-day basis.

In accordance with the articles of association, one-third of Directors retire by rotation each year. Each Director must be subject to re-election at least every three years.

Role of the Board

The Company has adopted a schedule of matters reserved for consideration by the whole Board, including, for example: approval of the Group's long-term objectives and commercial strategy; approval of the annual operating and capital expenditure budgets of the Group (and any material changes thereto); changes relating to the Group's structure; major changes to the Group's corporate structure; approval of the Group's annual report and accounts; approval of the dividend policy; major capital projects; changes to the structure, size and composition of the Board; determination of the remuneration for the Directors, the Company Secretary and executive management; division of responsibilities between the Chairman, the Chief Executive and other executives of the Board; and the making of political donations or political expenditure.

The Board is also responsible for ensuring maintenance of sound systems of internal control and risk management and the Directors confirm that they continually review the effectiveness of the system of internal control, covering all material controls including financial, operational and compliance controls and risk management.

In accordance with QCA Guidelines, the Board has established audit, nomination and remuneration committees, as described below, and utilizes other committees as necessary in order to ensure effective governance.

Audit Committee

The company's Audit Committee comprises William Kingston as the Chairman, Donal O'Sullivan and Diarmuid Lynch. The Audit Committee meet at least three times a year at appropriate times in the reporting and audit cycle and otherwise as required. The Finance Director normally attends meetings of the Committee and the Chief Executive Officer attends as necessary. The external auditors are invited to attend meetings of the Audit Committee on a regular basis.

The terms of reference for the Audit Committee include the following responsibilities:

• Monitoring the integrity of the reported financial performance of the Group, including its preliminary results announcement, annual report and interim report;
• Reviewing the effectiveness of the Group's internal financial controls;
• Making recommendations to the Board on the appointment and removal of the external auditors and the audit fee;
• Monitoring the objectivity and independence of the external auditors.

Nomination Committee

The Company's Nomination Committee comprises Donal O'Sullivan as the Chairman, Diarmuid Lynch and William Kingston. The Nomination Committee meets at such times required by the Chairman of the Committee. The Nomination Committee is responsible for making recommendations on all new Board appointments.

Remuneration Committee

The Company's Remuneration Committee comprises Edward Barrett as the Chairman, Diarmuid Lynch and William Kingston. The role of the Remuneration Committee is to review the performance of the Executive Directors and other senior executives and to set the scale and structure of their remuneration, including the implementation of any bonus arrangements, with due regard to the interests of Ordinary Shareholders. The Remuneration Committee also administers and establishes performance targets for share incentive schemes and determines the allocation of share incentives to employees.

The Board has adopted a code for dealings in the company's securities by Directors and applicable employees, which conforms to the requirement of the AIM Rules (Share Dealing Code). The Company will be responsible for taking all proper and reasonable steps to ensure compliance by the Directors and applicable employees with the Share Dealing Code and the AIM Rules. The Company complies with the corporate governance obligations applicable to Irish registered public companies whose shares are quoted on the AIM market of the London Stock Exchange.