Corporate Governance

There are no specific corporate governance rules in Jersey. However the Directors recognise the value of the principles of good governance and the Combined Code. As an AIM company there is no requirement to adopt the Combined Code, however, the Directors intend to continue to comply with its main provisions as far as is practicable and appropriate having regard to the size and nature of the Company.

The Board

The Board of the Company comprises three executive Directors, who hold the key operational positions in the Company, and six non-executive Directors, who bring a breadth of experience and knowledge. Five of these non-executive Directors are independent of management and any business or other relationship that could interfere with the exercise of their independent judgment. The composition of the Board ensures that no one individual or group dominates the decision making process.

Board Meetings

In addition to ad hoc meetings arranged to discuss particular transactions and events and the AGM, the full Board met on eleven occasions during the year under review. The Audit Committee met on two occasions, the Remuneration Committee once and the Nomination Committee did not meet. The attendance record of the Directors is shown on the table below:

Audit Committee

The Audit Committee currently comprises three non-executive Directors and is chaired by Michael Kim Hung Yuen, who is a fellow of the Association of Chartered Certifies Accountants and possesses the relevant financial experience. The Committee members are Michael Kim Hung Yuen, John Campbell Robertson and Anthony John Williams.

The terms of reference for the Audit Committee, which have been agreed by the Board and are available to shareholders on request, provide that it will receive and review reports from the Company’s management and the auditors relating to the annual and interim accounts and the Company’s accounting and internal control systems. The terms of reference also provide for the Audit Committee to have unrestricted access to the Company’s auditors.

Nomination Committee

The Nomination Committee currently comprises four non-executive Directors and is chaired by John Campbell Robertson. The Committee members are John Campbell Robertson, Sandy Chun-Kwan Chim, Michael Kim Hung Yuen and Anthony John Williams.

The terms of reference for the Nomination Committee provide that it will regularly review the structure, size and composition required of the Board, give full consideration for succession planning for Directors and other senior executives and be responsible for identifying and nominating candidates to fill board vacancies. The Nomination Committee now meets in combination with the Remuneration Committee as appropriate.

Remuneration Committee

The Remuneration Committee currently comprises four non-executive Directors and is chaired by Anthony John Williams. The Committee members are Anthony John Williams, Sandy Chun-Kwan Chim, Michael Kim Hung Yuen and John Campbell Robertson.

The terms of reference for the Remuneration Committee provide that it will review the scale and structure of the Company’s executive Directors’ remuneration and the terms of their service contracts. The remuneration and terms and conditions of appointment of the Company’s non-executive Directors will be set by the Board. No Director may participate in any meeting at which discussion or any decision regarding his remuneration takes place. The Remuneration Committee also administers the Company’s share option scheme.

Rule 26 compliance information

Going Concern

After making appropriate enquiries, the Directors have a reasonable expectation that the group has adequate resources to continue in operation for the foreseeable future. Consequently, the Directors have continued to adopt the going concern basis in preparing the financial statements of the Group for the year ended 31 March 2009.

Communications with Shareholders

The company values the views of its shareholders and recognises the interest in the Company's strategy and performance. There is regular dialogue with the institutional shareholders for which the Board, as a whole, has responsibility.

All shareholders are encouraged to attend the Annual General Meeting to discuss the progress of the Group. Separate resolutions are proposed on each issue so that they can be given proper consideration and there is a resolution to approve the Annual report and accounts, and to approve the Directors’ Remuneration.