HCL

Under the AIM listing rules, the Company is not obliged to implement the provisions of the Combined Code.  However, the Company is committed to applying the principles of good governance contained in the Combined Code as appropriate for a company of this size and nature.  The Board will continue to review compliance with the Code at regular intervals.

TheCompany took a number of steps since listing in November 2005 to comply with the code, principally by appointing Non-Executive Directors to the Board and by the establishment of three Board committees.  The Company appointed two Non-Executive Directors including the Chairman to bring an independent view to the Board and to provide a balance to the Executive Directors.

Audit Committee

The members serving on this committee  are Alan Walker and Alasdair Liddell.  It meets at least twice a year and is responsible for ensuring that the appropriate financial reporting procedures are properly maintained and reported on and for meeting the auditors and reviewing their reports relating to the Group’s accounts and internal control systems.

Remuneration Committee

The members  serving on this committee are Alasdair Liddell and Alan Walker.  The committee is chaired by Alasdair Liddell. It meets at least twice a year and is responsible for reviewing the performance of the Executive Directors and other senior executives and for determining appropriate levels of remuneration.

Nomination Committee

The members serving on this committee are Alan Walker and Alasdair Liddell. The committee was chaired by Alan Walker. The committee will make recommendations on all new Board appointments.