Share Price Ticker Regulatory Announcements Financial Calendar IR Contacts Company Information Business Description Directors Profiles and Responsibilities Incorporation & Operation Advisors Documentation & Announcements Constitutional Documents Annual Reports, Accounts & Admission Document Shareholder Communications Shareholder communications Major Shareholders Corporate Governance Statement		The Directors are committed to maintaining high standards of Corporate Governance. This statement sets out how the Board applies the principles of good corporate governance in its management of the business Board of Directors The Board comprises 4 executive and 3 non-executive Directors. Biographies of the Directors are provided on www.Tracsis.com/ir/directors_profiles.htm and set out the broad range of commercial, technical and financial expertise possessed by Board members. The combination of skills and talents ensures that strategic focus and sound commercial stewardship is available to the Group. The non-executive Directors are highly experienced, exercise independent judgements on issues arising and are able to challenge constructively the decisions of the executive Directors. The roles of Chairman and Chief Executive are separate, ensuring an appropriate division of responsibilities at the head of the Group. All Directors are subject to election by shareholders and re-election thereafter is by rotation at intervals of not more than three years. All Directors are offered an opportunity to request information and training relevant to their legal and other duties as a Director. They are also given written rules and guidelines setting out their responsibilities within an AIM listed company. All Directors are able to take independent legal and professional advice, if required, at the expense of the Company. Directors have access at all times to the services of the Company Secretary who is responsible to the Board for ensuring that all agreed policies and procedures are followed and all relevant rules and guidelines are complied with. Meetings of the Board The Board, which meets regularly, at least ten times per year, has overall responsibility for the strategic direction and management of the business. All key decisions affecting the Group are considered by the Board as a whole. The annual Group budget and business plan, trading and cash flow forecasts, major items of capital expenditure and any other significant strategic actions all require Board approval. Board meetings are subject to a formal agenda and receive reports on the performance of each of the Group’s businesses. Monthly management accounts, that compare actual results with budget, are subject to detailed review. Other strategic and commercial issues are considered as required. Board decisions are communicated on a timely basis to management to ensure that operational implementation occurs without delay. Audit Committee The members of the Audit Committee are Rodney Jones (Chairman), John Nelson and Charles Winward. Executive Directors are permitted to attend meetings at the discretion of the Chairman of the Committee. The Committee meets at least twice a year and there is an opportunity for any meeting to be in private between the non-executive Directors and the Company’s auditors to consider any matter they wish to bring to the attention of the Committee. The terms of reference and areas of delegated responsibility of the Audit Committee are in the consideration and approval of the following matters: monitoring the quality and effectiveness of the internal control environment, including the risk management procedures followed by the Group; reviewing the Group’s accounting policies and ensuring compliance with relevant accounting standards; reviewing the Group’s reporting and accounting procedures; ensuring that the financial performance of the business is properly measured and reported on; recommending the reappointment of the auditors and the level of their remuneration; considering reports from the auditors on the outcome of the audit process and ensuring that any recommendations arising are communicated to the Board and implemented on a timely basis; reviewing the Board’s statement on internal control in the annual report and accounts; and ensuring compliance with the relevant requirements of the AIM Rules for Companies. Remuneration Committee The members of the Remuneration Committee are Rodney Jones (Chairman), John Nelson and Charles Winward. The Committee meets at least once a year and at such other times as its Chairman shall require and its terms of reference and areas of delegated responsibility are: determining the terms and conditions of service of all Directors including their remuneration and the granting of share options; seeking professional advice, as required, in order to ensure that the Group’s remuneration arrangements are both competitive and appropriate to its scale and complexity by reference to other similar businesses; and ensuring that the Group complies with the relevant requirements of the AIM Rules for Companies. Members of the Committee are not involved in any decisions in meetings at which their own remuneration is discussed. Communication with Shareholders The Board is committed to constructive dialogue with its shareholders. The Company uses the AGM as an opportunity to communicate with its shareholders. The Group’s website (www.Tracsis.com) is the primary source of information on the Company. This includes an overview of the activities of the Company, information on the Company’s subsidiaries and details of all recent Company announcements Internal Control The Board has overall responsibility for ensuring that the Group maintains a system of internal control to provide them with reasonable assurance regarding the reliability of financial information used within the business and for publication. The Board is also responsible for ensuring that assets are safeguarded and risk is identified as early as practically possible. As noted, the Audit Committee has a significant role in this area. The internal control systems established are designed to manage rather than completely eliminate risk and can only provide reasonable but not absolute assurance against misstatement or The Board reviews the effectiveness of the systems of internal control and its reporting procedures and augments and develops these procedures as required to ensure that an appropriate control framework is maintained at all times The principal control mechanisms deployed by the Company are Board approval for all strategic and commercially significant transactions detailed scrutiny of the monthly management accounts with all material variances investigated executive review and monitoring of key decision-making processes at subsidiary board Board reports on business performance and commercial developments periodic risk assessments at each business involving senior executive management standard accounting controls and reporting procedures; regular liaison with the Group’s auditors and other professionals as required Summary of Directors Responsibilities   Board Position Audit Committee Remuneration Committee Rodney Jones Non Executive Chairman Chairman Chairman John McArthur Chief Executive Officer     Robert Watson Chief Operating Officer     Raymond Kwan Chief Technical Officer     Darren Bamforth Chief Financial Officer     John Nelson Non Executive Director Member Member Charles Winward Non Executive Director Member Member

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