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Syntopix

Corporate Governance

Syntopix Group plc was listed on AIM on 23 March 2006. The Group recognises the importance of, and is committed to, high standards of Corporate Governance. Syntopix Group plc, as an AIM Company, is not required to comply with the July 2003 Combined Code on Corporate Governance (the Combined Code), although it has adopted the Combined Code principles as set out below.

The Board and its committees

The Board

There are currently eight Board members, comprising five Executive Directors and three Non-Executive Directors. The role of the Non-Executive Directors is to bring independent judgement to Board deliberations and decisions. The Chairman of the Board is a Non-Executive Director who oversees Board meetings and fields all concerns regarding the executive management of the Group and the performance of the Executive Directors. A biography of each Director appears in the Directors' section. The Directors each have diverse backgrounds offering a wide range of experience to the Group. The Board meets on a monthly basis to review the Group's performance and to review and determine strategies for future growth. The Board has delegated specific responsibilities to its committees as set out below.

Each of the Executive Directors is subject to either an executive services agreement with a twelve month notice period or a letter of appointment with between three and twelve month notice periods. Each of the Non-Executive Directors is subject to a letter of appointment with a three month notice period. Syntopix Group plc's Articles of Association require its Directors to retire from office and submit themselves for re-election on a one third rotation at each Annual General Meeting.

Board Attendance

Eleven scheduled Board meetings were held for Syntopix Group plc during the period July 2006 to 31 July 2007.

Attended Board meetings
Dr Rod Adams
11
Mr Alan Aubrey
7
Mr Darren Bamforth
10
Dr Jon Cove
11
Dr Anne Eady
9
Dr Gwyn Humphreys
11
Dr Steve Jones
11
Dr Helen Shaw
9

The Committees

Nomination Committee

The Nomination Committee is comprised entirely of Non-Executive Directors, being Dr Helen Shaw as Chairman, Mr Alan Aubrey and Dr Gwyn Humphreys. The Committee oversees the structure and balance of the Board generally and is responsible for screening and proposing candidates for appointment to the Board.

Remuneration Committee

The Group's Remuneration Committee also comprises the Non-Executive Directors, being Dr Helen Shaw as Chairman, Mr Alan Aubrey and Dr Gwyn Humphreys. The Committee is responsible for reviewing the salary and benefits offered to Executive Directors as well as the Group's non-director senior management. Specifically, the committee is responsible for determining contract terms, compensatory share options and pension rights. The Board as a whole determines the compensation for all Non-Executive Directors. Further details regarding the Directors' individual remuneration are set out in the Report of the Directors Remuneration in the Annual Report.

Audit Committee

The Audit Committee similarly is comprised of Non-Executive Directors, being Dr Helen Shaw as Chairman, Mr Alan Aubrey and Dr Gwyn Humphreys. The Audit Committee supervises the Group's external auditors, including appointment and compensation. The Audit Committee is also responsible for ensuring the accuracy of the Interim and Annual Reports, as well as compliance with all applicable standards and regulations.

Relations with shareholders

The Board recognises and understands that it has a fiduciary responsibility to the Group's shareholders. The Chairman's Statement and Chief Executive's Statement include detailed analysis of the Group's performance and future expectations.

The Annual General Meeting will be a platform for the Board to communicate with shareholders and the Board welcomes the attendance and participation of all shareholders.

Internal control and risk management

The Board requires strict internal control procedures for the Group. Upon the advice of the Board, the Executive Directors each assumed responsibility for specific aspects of the Group's operations. The Executive Directors also regularly liaise with Non-Executive Directors regarding accounting practices and legal compliance. The Board and senior management are aware of the importance of adhering to the financial and accounting policies of the Group. The Board discusses any relevant changes to accounting policies and if necessary, discusses the impact of such changes with external financial advisers to facilitate compliance.

Internal audit

The Board agrees that there should be no internal audit function of the Group at this time considering the size of the Group and the close involvement of senior management over the Group's accounting systems. However, the Board will keep this matter under review in the event that circumstances warrant an internal function for the Group in the future.

Budgetary process

The Board approves the annual budget each year. This process allows the Board to identify key performance targets and risks expected during the upcoming year. The Board also considers the agreed budget when reviewing trading updates and considering expenditure throughout the year.

Going concern

Having made appropriate enquiries, the Directors are satisfied that the Group has adequate resources to continue in operation for the foreseeable future.

Approved by the Board