The Egdon Resources plc Board is committed to running its business with integrity and high ethical standards across all of the Group’s activities. The Directors recognise the value of the UK Corporate Governance Code and whilst under the AIM Rules compliance is not required, the Directors have regard to the recommendations in so far as is practicable and appropriate for a public company of its size.

The Board

The Board comprises two Executive Directors and five Non-Executive Directors.

The background and experience of the Directors are relevant to the Group activities and as such, the Directors are of the opinion that the Board comprises a suitable balance as recommended by the UK Corporate Governance Code.

The Board is responsible for formulating, reviewing and approving the Group’s strategy, financial activities and operating performance. Day-to-day management of the Company is devolved to the Managing Director who is charged with consulting the Board on all significant financial and operational matters. Consequently, decisions are made promptly and following consultation amongst the Directors concerned where necessary and appropriate.

The Board meets regularly throughout the year.

The Company has established Audit and Remuneration committees which are discussed further below.

Audit Committee

An Audit committee has been established and currently comprises Ken Ratcliff (chairman) and Philip Stephens. The Audit committee is responsible for ensuring that the financial performance of the Group is properly reported on and monitored. This includes reviewing significant financial reporting issues and accounting policies and disclosures in financial reports. The Audit committee reviews the scope and results of the external audit and monitors the integrity of the financial statements of the Company. If required, meetings are attended by appropriate members of senior management. The external auditor has unrestricted access to the chairman of the committee. The Audit committee is also responsible for reviewing the requirement for an internal audit function.

The Audit committee plans to meet at least twice a year.

Remuneration Committee

A Remuneration committee has been established and its current members comprise Walter Roberts (chairman), Philip Stephens and Ken Ratcliff. The principal objective of the Remuneration committee is to ensure that members of the Executive management of the Company are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Group.

The Company’s policy is to remunerate senior Executives fairly in such a manner as to facilitate the recruitment, retention and motivation of staff. The Remuneration committee agrees with the Board a framework for the remuneration of the Chairman, the Executive Directors and the senior management of the Company. Non-Executive fees are considered and agreed by the Board as a whole.

The Remuneration committee plans to meet at least twice in each year.

Nomination Committee

The Company has not established a Nomination committee as the Directors are of the opinion that such a committee is inappropriate given the current size of the Group.

Relations with Shareholders

Communication with shareholders is given a high priority and the Managing Director has regular dialogue with institutional investors, as well as making general presentations to analysts at the time of the annual and interim results.

The Group maintains this website (www.egdon-resources.com) for the purpose of providing information to shareholders and potential investors. The website, which has recently been upgraded, contains all news, releases, reports and financial statements and public presentations. In addition, further detailed information about the Group’s activities is available on this website.

Enquiries from individual shareholders in relation to their shareholding and the business as a whole are welcomed and the website has an enquiry facility and contact details to assist in facilitating this. Shareholders are encouraged to attend the Annual General Meeting at which they are able to put questions to the Chairman and other Board members.