Statement of Directors' Responsibilities

Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that year. In preparing those financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for ensuring that the directors' report and other information included in the annual report is prepared in accordance with company law in the UK. They are also responsible for ensuring the annual report includes information required by the Listing Rules of the Financial Services Authority.

So far as each of the directors is aware at the time the report is approved:

• there is no relevant audit information of which the company's auditors are unaware; and
• the directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information.

Board Committees

A Remuneration Committee is in place comprising two Non-Executive Directors. The Remuneration Committee has two scheduled meetings each year. Both serving members attended the two meetings held in the year. An Audit Committee is in place comprising two independent Non-Executive Directors. The Company's approach to internal control is described below. The Audit Committee has two scheduled meetings each year. Both serving members attended the two meetings held in the year. There is no Nomination Committee. Given the size of the Group, the Board do not consider a Nomination Committee appropriate (paragraph A4 of the Code). Complete copies of the terms of reference of the Audit and Remuneration Committee are available on request.