Corporate Governance

The Directors support high standards of corporate governance and confirm that, they intend (having regard to the current stage of development of the Group) to comply, so far as practicable, with the Combined code on Corporate Governance.

The company has established the following:

The Audit Committee - This has primary responsibility for monitoring the quality of internal control, for ensuring that the financial performance of the Group is properly measured and reported on and for reviewing reports from the Group's auditors relating to the Group's accounting and internal controls.

Members of the Audit Committee: Michael Jackson; Francis Maude and David Deacon.
Please click here to download the Audit Committee Terms of Reference.


The Remuneration Committee - This will determine the terms and conditions of service of the Directors, including their remuneration payable and the grant of options to executive directors under the Group's share option schemes.

Members of the Remuneration Committee: Francis Maude and Vin Murria.
Please click here to download the Remuneration Committee Terms of Reference.


The Nominations Committee – This will consider appointments to the Board of the Company.

Members of the Nominations Committee: Francis Maude and Vin Murria.
Please click here to download the Nominations Committee Terms of Reference.


Furthermore, the Company has adopted a share dealing code for Directors and employees in accordance with AIM Rules and will take proper steps to ensure compliance by the Board and relevant employees.

Dividend Policy - The Directors’ current intention is to retain the Company’s earnings in the foreseeable future to finance growth and expansion. It is, however, the Directors’ intention to pay dividends when, in the view of the Directors, the Company has sufficient cash for this purpose and is permitted to do so by the Act.

Share Options - A Share Option Scheme is available to all the Executive Management Team and certain key full-time employees of the Group in the form of an Enterprise Management Incentive ("EMI") scheme which allows for the grant of options. An Unapproved Share Option scheme also exists to permit grants in excess of limits mandated under the EMI scheme. The shares under both schemes will be made available by Mediasurface plc.

Options granted under both the EMI and Unapproved Share Options will not in aggregate exceed 10% of the Holding Company's issued share capital. The Directors believe that the success of the Company depends to a high degree on the future performance of the Management Team. The Directors also recognise the importance of ensuring that all key employees are incentivised and identify closely with the profitability of the company.

For information on this or any aspect of Investor Relations at Mediasurface please contact our Newbury office on +44 (0)1635 262000 or by email at info@mediasurface.com.