Statement of Corporate Governance

The Group is committed to business integrity, high ethical values and professionalism in all its activities. As an essential part of this commitment the Group supports the highest standards in corporate governance. The Board is accountable to the company’s shareholders for good governance and this statement and the Directors’ remuneration report describe how the principles of good governance set out in the UK Corporate Governance Code, published by the Financial Reporting Council are applied within the company. We do not comply with the UK Corporate Governance Code. However, we have reported on our Corporate Governance arrangements by drawing upon best practice available, including those aspects of the UK Corporate Governance Code we consider to be relevant to the company and best practice.

Company Directors and Committees

The Audit Committee

Simon Charles is Chairman of the Audit Committee. The Committee meets at least twice a year. The Committee reviews the Group's annual and interim financial statements before submission to the Board for approval. The Committee also reviews regular reports from management and the external auditors on accounting and internal control matters. Where appropriate, the Committee also monitors the progress of action taken in relation to such matters. The Committee also recommends the appointment of, and reviews the fees of, the external auditors.

The Remuneration Committee

Simon Charles is Chairman of the Remuneration Committee. The Committee meets at least twice a year. It is responsible for reviewing the performance of the executive directors and for setting the scale and structure of their remuneration, paying due regard to the interests of Shareholders as a whole and the performance of the Group. The Remuneration Committee also determines allocations of any warrants or options granted under any share option scheme adopted by the Company in the future, and is responsible for setting any performance criteria relevant to such warrants or options.

Board of Directors

Matthew Jonathan Cooper
Non-Executive Chairman

Matt was the Principal Managing Director of Capital One Bank (Europe) plc where he was responsible for all aspects of the company’s strategic direction and day-to-day operations in Europe. He led the UK portion of the business from start-up to 2 million customers, generating annual revenues of over £275 million and employing over 2,000 people.

Matt is a graduate of Princeton University and an American national, and is an experienced public company director and investor. He has been the Chairman of Octopus Capital Limited since 2002 and is currently a non-executive director of a number of Venture Capital Trusts (VCT) and private companies.

Shawn Taylor
Chief Financial Officer and Chief Operations Officer

Shawn joined Imaginatik in September 2005 and maintains responsibility for financial systems and processes. Shawn also has responsibility for the routine financial controls, management accounting, forecasting and budgeting procedures, treasury management, foreign exchange control and corporate governance compliance.

He has 17 years’ experience as a public company CFO and has led companies through growth phases, having previously been Chief Financial Officer of HIT Entertainment Plc from 1998 to 2001 and Content Film Plc from 2001 to 2004.

Simon Charles
Non-Executive Director

Chairman of Remuneration Committee; Member of Audit Committee

Simon Charles is a senior equity partner at the London firm of solicitors Marriott Harrison, having joined the firm in March 2004. He is a qualified solicitor in England and Wales and has substantial experience advising private and public companies in both a corporate and legal capacity. Mr. Charles has worked closely with the Company in an advisory capacity for a number of years. Prior to joining Marriott Harrison, Mr. Charles worked in the corporate finance department at Numis Securities Limited, where he advised both AIM quoted and Main Market companies. Simon is Chairman of both the Remuneration Committee and the Audit Committee.

Ralph Welborn
Chief Executive Officer

Ralph has significant global business advisory and technology implementation experience, focusing on identifying where value is being created and destroyed and how to capture new sources of value. He has held a variety of leadership positions including Strategy and Transformation Leader at IBM (Middle East and Africa) and Senior Partner of Solutions and Innovation at KPMG Consulting. Ralph founded Jericho Group, an independent advisory firm focussed on business model innovation and market access, and was most recently a partner at Tapestry Networks, a stakeholder advisory firm that works with senior business and regulatory executives to govern and lead in times of systemic change. He holds a Ph.D. in cognitive science.

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