Corporate Governance

The Board

At 31 July 2006 the Board consisted of five executive directors and two non-executive directors, including a senior non-executive director.

The Board operates both formally, through Board and Committee meetings, and informally, through regular contact amongst directors. High-level decisions on such matters as strategy, financial performance and reporting, dividends, risk management, major capital expenditure, acquisitions and disposals are reserved for the Board or Board Committees. For its regular formal meetings, the Board receives appropriate information in advance from management.

The directors can obtain independent professional advice at the Company's own expense in performance of their duties as directors.

The Board formally approves the appointment of all new directors. All directors are required to submit themselves for re-election at the first Annual General Meeting following their appointment and subsequent to this at the Annual General Meeting on a rotational basis, which ensures that each director is submitted for re-election approximately every three years.

Board Committees

Remuneration Committee - The Remuneration Committee was established at the time of flotation. Its members are Peter Bazalgette (Chairman) and Anthony Foye.

Audit Committee - The Audit Committee operates under terms of reference agreed by the whole Board and meets with the auditors to consider the Company's financial reporting in advance of its publication.

The Audit Committee reports to the Board on any matters in respect of which it considers that action or improvement is needed, and makes recommendations as to the steps to be taken. In particular the Committee is responsible for;

• ensuring that the financial performance of the Group is properly monitored and reported;
• monitoring the formal announcements relating to financial performance;
• meeting the auditors and agreeing audit strategy;
• reviewing reports from the auditors and management relating to accounts and internal control systems; and
• making recommendations to the Board in respect of external auditor appointment and remuneration.

Its members are Anthony Foye (Chairman) and Peter Bazalgette.

Shareholder Communications

The executive directors meet regularly with institutional shareholders to discuss the Company's performance and future prospects. At these meetings the views of institutional shareholders are canvassed and subsequently reported back to the Board. The Annual General Meeting is used as a forum for communication with private shareholders.

Key Control and Procedures

The Board maintains full control and direction over appropriate strategic, financial, organisational and compliance issues, and has put in place an organisational structure with defined lines of responsibility and delegation of authority.

The annual budget and forecasts are reviewed by the Board prior to approval being given. This includes the identification and assessment of the business risks inherent in the Group and the media sector as a whole along with associated financial risks.

The system of internal financial control is designed to provide reasonable, but not absolute, assurance against material mis-statement or loss. The key procedures include;

• detailed budgeting programme with an annual budget approved by the Board;
• regular review by the Board of actual results compared with budget and forecasts;
• regular reviews by the Board of year end forecasts;
• establishment of procedures for acquisitions, capital expenditure and expenditure incurred in the ordinary course of business;
• detailed budgeting and monitoring of costs incurred on the development of new products;
• reporting to, and review by, the Board of changes in legislation and practices within the sector and accounting and legal developments pertinent to the Company; and
• appointing experienced and suitably qualified staff to take responsibility for key business functions to ensure maintenance of high standards of performance.

Auditor Independence

The Audit Committee also undertakes a formal assessment of the auditors' independence each year which includes:

• confirmation of the auditors' objectivity and independence in the provision of non-audit services to the Company by the use of separate teams to provide such services where appropriate;
• discussion with the auditors of a written report detailing relationships with the Company and any other parties that could affect independence or the perception of independence; a review of the auditors' own procedures for ensuring independence of the audit firm and partners and staff involved in the audit, including the regular rotation of the audit partner; and
• obtaining written confirmation from the auditors that, in their professional judgement, they are independent.

Any analysis of the fees payable to the external audit firm in respect of both audit and non-audit services during the year is set out in Note 1 to the accounts.

Statement of Directors' Responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

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 period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;
• make judgments 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 that disclose with reasonable accuracy at any time the financial position of the company and 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.

In so far as the directors are aware:

• 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.
• The directors' are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

AIM rule 26

The information on this web site has been disclosed pursuant to rule 26 of the AIM Rules.

This information was last updated 20 December 2007