Corporate Governance

The Financial Services Authority requires that listed companies (but not companies traded on AIM) incorporated in the UK should state in their report and accounts whether they comply with the Combined Code and identify and give reasons for any areas of non-compliance. The Company’s shares are traded on AIM and no disclosures are required. This is not a statement of compliance as required by the Combined Code and should therefore not be relied upon to give the disclosure required by the code.

However, the Company follows the code wherever it is reasonable to do so. It operates an effective board, which includes non-executive directors. A separate investment committee and an audit committee are established and meet on a timely basis. The appointment of directors is a matter for the entire Board. Each director is required to retire every three years in accordance with the Articles of Association.

The Company has no Remuneration Committee because the company has no employees and the remuneration of each Director is limited by the Articles of Association and set out in detail in the statutory accounts which are approved by shareholders in General Meeting. None of the directors has a service contract with the Company. There are no share options in issue.

The Board is aware of the requirements of the code and the need for appropriate controls and systems to safeguard the Company’s assets. Wherever possible, appropriate controls are put in place and monitored by the Board. However full compliance with the code is not possible because of the size and resource constraints within the Company and because of the relative cost benefit assessment of putting in place the additional procedures.

The Directors, after making enquiries, have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. They therefore continue to adopt the going concern basis in preparing the accounts.