Welcome to VPhase

Corporate Governance Statement & Directors Responsibilities

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 comprised 2 executive and 1 non-executive Directors. Biographies of the Directors are provided 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.

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.

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.vphase.com) is the primary source of information on the Group. This includes an overview of the activities of the Group, information on the Group’s subsidiaries and details of all recent Group 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. 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 loss.

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 Group 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 level;

· Board reports on business performance and commercial developments;

· periodic risk assessments at each business involving senior executive management;

· standard accounting controls and reporting procedures; and

· regular liaison with the Group’s auditors and other professionals as required.

Summary of Directors Responsibilities

Adrian Hutchings - Executive Chairman
Dr Lee Juby - Chief Executive Officer
Rick Smith - Chief Financial Officer
Nick Moss - Non Executive Director