Corporate governance

The directors recognise the importance of good corporate governance and will, in so far as it practicable given Northern Bear plc's size and the constitution of its Board, comply with the main provisions of the corporate governance guidelines for companies whose securities are admitted to trading on AIM produced by the Quoted Companies Alliance.

Accordingly, the Group has appointed three independent non-executive directors and has established remuneration and nomination committees and an audit committee.

The responsibilities of these committees are described below:

Audit committee
This committee receives and reviews reports on the financial management of the Group and the assessment of operational risks. To the extent practicable, given the size and development of the Group, the recommendations of the Combined Code will be complied with. The members of this committee are Mr Gold, Mr McLean and Mr Roberts with the executive directors in attendance as required. Submissions to the committee are from management and the Group's auditors to whom the committee has unrestricted access.

Remuneration committee
This committee considers the remuneration of the executive directors together with the terms of their service contracts. The committee then makes recommendations to the Board regarding the remuneration of employees and directors. Finally, the commitee approves the issue of options under the Share Option Scheme. The members of the remuneration committee are Mr Gold, Mr McLean and Mr Roberts.

Nominations committee
The role of the nominations committee is undertaken by the whole board and chaired by Mr Gold. The nominations committee considers the selection and re-appointment of directors. It identifies and nominates candidates to fill board vacancies and review the structure, size and composition of the Board.