INVESTORS

INTRODUCTION

The board of zamano plc is committed to achieving good standards of corporate governance, integrity and business ethics for all activities.Under AIM rules, the company is not required to comply with the Combined Code. Although the company is not obliged to comply with the provisions of the Combined Code it has taken on the recommendations of the Combined Code with regard to the Audit Committee and Remuneration Committee.

AUDIT COMMITTEE

The Audit Committee consists of the non-executive directors with Michael Watson as chairman. The committee will meet at least three times a year, linked to the timing of the publication of the group’s results. The committee will also meet on an ad hoc basis when necessary. The external auditors may attend the meetings. The committee operates within specifi c terms of reference which include:

• considering the appointment of external auditors;
• reviewing the relationship with external auditors;
• reviewing the fi nancial reporting and internal control procedures;
• reviewing the management of fi nancial matters and focusing upon the independence and objectivity of the external auditors;
• reviewing the consistency of accounting policies both on a year to year basis and across the group.

REMUNERATION COMMITTEE

The Remuneration Committee consists of the non-executive directors with Colin Tucker as chairman. The Remuneration Committee reviews and determines on behalf of the board and shareholders of the company the pay, benefi ts and other terms of service of the executive directors of the company and the broad pay strategy with respect to senior company employees.