Governance

The Directors recognise the value and importance of high standards of corporate governance and intend, given the Company's size and the constitution of the Board, to comply with the main provisions of the Combined Code. The Company also proposes to follow the recommendations on corporate governance of the Quoted Companies Alliance for companies with shares traded on AIM.

The Board has established an audit committee and a remuneration committee with formally delegated responsibilities.

REMUNERATION Committee

The remuneration committee is chaired by Alan Foster. Its other members are William Wyatt and John Brackenbury. The remuneration committee reviews the performance of the Executive Directors and makes recommendations to the Board on matters relating to their remuneration and terms of employment. The remuneration committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. The remuneration and terms and conditions of appointment of the non-executive directors of the Company are set by the Board.

AUDIT Committee

The audit committee is chaired by Richard Vos. Its other members are John Brackenbury and William Wyatt. The audit committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported on. It receives and reviews reports from the Company's management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Avanti Communications Group. The audit committee meets at least twice a year and has unrestricted access to the Company's auditors.

As the Board is small, there is no separate nominations committee and recommendations for appointments to the Board are considered by the Board as a whole after due evaluation.

The Board intends to comply, and procure compliance with, Rule 21 of the AIM Rules relating to dealings by directors and other applicable employees in the Company's securities and, to this end, the Company has adopted an appropriate share dealing code.