Compliance with the Combined Code
The Company transferred its listing on 16 June 2003 from the London Stock Exchange Main List to the Alternative Investment Market of the London Stock Exchange (“AIM”). The directors believe that it was appropriate for the Company to move to AIM to take advantage of the greater degree of flexibility afforded by this market. As a result, the Company is not required to follow the Combined Code, which applies only to fully listed companies. Nevertheless, the Company is committed to high standards of corporate governance and the Board is accountable to the Company’s shareholders for good corporate governance. This statement describes how the principles of corporate governance are applied to the Company and the Company’s compliance with the Code provisions. The Company has been in full compliance with the provisions set out in the 2006 FRC Combined Code during the year except as noted below.

The Workings of the Board and its Committees

The Board
The Board currently comprises the Non-Executive Chairman, the Group Chief Executive, the Group Finance Director and two Non-Executive Directors and is responsible to shareholders for the proper management of the Group. Whilst the Chairman has in the past had an executive role, performs consulting services for the Group and is a shareholder, the Board considers that he is independent. The Board considers Charles Fairbairn to be the senior independent director. Whilst Charles was employed in the past by the Company (on a temporary part-time basis), the directors consider him to be independent. Whilst Mark Adorian is a shareholder, the Board considers that he is also an independent director. Directors’ biographies appear on page 24 and demonstrate a range of relevant experience bringing independent judgement to bear on issues of strategy, performance, resources, industry knowledge and standards of conduct, which is vital to the success of the Group.

All directors have access to the Company Secretary, who is responsible for all company secretarial matters and compliance with relevant statutory obligations. All executive directors receive adequate training to enable them to comply with their duties as a director.

To enable the Board to discharge its duties, all directors have full and timely access to all relevant information. The Board meets at least quarterly and has adopted a formal schedule of matters specifically reserved for decision by it, thus ensuring that it exercises control over appropriate strategic, financial, operational and compliance issues. At these meetings the Board reviews trading performance, ensures adequate financing, sets and monitors strategy, examines investment and acquisition opportunities and discusses reports to shareholders. The directors can also take independent professional advice as appropriate at the Company’s expense.

The Board has a process for evaluating the performance of each director. The performance of the executive directors is reviewed by the non-executive directors. The performance of the Chairman and each of the non-executive directors is reviewed on an individual basis by the other directors. The overall effectiveness of the Board and its sub-committees is reviewed by the Board as a whole through completion of a formal questionnaire.

The following committees have been established to deal with specific aspects of the Group’s affairs.

Audit Committee
The Audit Committee is chaired by Charles Fairbairn and also comprises the Chairman (Carl Bacon), and Mark Adorian, and meets at least twice annually. The Audit Committee provides a forum for reporting by the Group’s external auditors. Meetings are also attended, by invitation, by the Group Finance Director.

The Audit Committee is responsible for reviewing a wide range of financial matters including the interim results and the annual report and accounts before their submission to the Board and monitoring the controls, which are in force to ensure the integrity of the financial information reported to shareholders. The Audit Committee reviews the appointment of external auditors and their remuneration both for audit and non-audit work and discusses the nature and scope of the audit. The Audit Committee regularly reviews the level of non-audit work being performed by the auditors to ensure that they remain independent and the Audit Committee is satisfied that the current level of non-audit work being performed by the auditors is appropriate.

Remuneration and Nominations Committees
The Remuneration Committee is responsible for determining the contract terms, remuneration and other benefits for executive directors, including performance-related bonus schemes and participation in the Group’s Long Term Incentive Schemes. With effect from 1 January 2007 Mark Adorian was appointed chairman of the Remuneration Committee and the other members are Charles Fairbairn and Carl Bacon.

The Remuneration Report, which includes details of directors’ remuneration, pension entitlements and directors’ interests, together with information on service contracts is set out on pages 35 to 38 of the Annual Report.

With effect from 1 January 2007 Mark Adorian was appointed chairman of the Nominations Committee and the other members are Carl Bacon and Charles Fairbairn. The Nominations Committee undertakes the function of nominating appointments to the Board, although all such appointments are reviewed and approved by the full Board.

	Scheduled Board meetings	Audit Committee meetings	Remuneration Committee meetings	Nominations Committee Meetings
CR Bacon	6	2	2	1
JMBT Wheatley	6
AM Fabian	6
DMDA Wheatley (resigned 17 January 2007)	1
MC Fairbairn	6	2	2	1
MC Adorian	6	2	2	1

Group Executive Board
During the year, and following the North American expansion, the executive boards and sub-committees were restructured. The Group Executive Board was established as an executive committee, which comprises the executive directors together with other senior executives of the Group who meet at least six times per annum to discuss strategic and operational matters. Regional executive boards and product focused boards have been established to deal with executive decisions, within clearly defined terms of reference established by the Board.

The Group Executive Board has the following sub-committees:

Regional Boards
Europe, North America, South Africa and Australia
Operational decisions on implementing the Group’s strategy including sales strategy and expenditure and recruitment plans are delegated to senior executives in the Groups’ regions, within clearly defined terms of reference and overall budgets established by the Board.

Product Strategy Boards
The Board has established global product boards to focus on strategy in particular product areas. The primary committees are: Analytics, Data and Software as a Service. These committees ensure products, whether acquired or developed internally, are designed to meet clients’ current and future requirements, and are developed in a cost effective manner.

Relations with shareholders
Communications with shareholders are given high priority. There is regular dialogue with institutional shareholders and market analysts including presentations after the Company’s preliminary announcement of the annual and interim results and other major announcements.

Internal controls and risk management
During the year, the Board has formally reviewed and reported on the effectiveness of the Group’s system of internal controls in accordance with the Combined Code. This review is required to address not only internal financial controls but other risks and controls of the business. The directors acknowledge that they are responsible for the Company’s system of internal control, which is designed to manage rather than eliminate business risks and which provides reasonable but not absolute assurance against material mis-statement or loss.

The Company has established risk management procedures, which the directors consider appropriate to a group of its size and complexity, and during the year, the internal controls and risk management procedures were reviewed by the directors. The Company has a Group Risk Manual, which sets out the key risks by function and by region and the controls in place to manage the risks and identifies actions to be taken to improve risk management processes. Given the size and nature of the business the directors consider that the Group is compliant with the requirements of The Turnbull Report.

Each senior executive is responsible for managing risks in his or her function or region and making regular reports on risk issues to both the main Board and Group Executive Board. This risk analysis covers all business risks including commercial, financial, operational, legal and environmental risks. These reports include the potential impact to the business of each key risk and its likelihood. The Board is thus able to monitor the risk profile for all significant business risks. Recommendations on internal controls and risk improvement are reviewed by the Audit Committee and the Board.

A statement of the directors’ responsibilities in respect of the financial statements is set out on page 30 and a statement on going concern is below.

Risk awareness is further embedded within the business at a series of review meetings during the year extending to Group Executive Board and other directors and senior managers.

Financial controls
The Group has established written expenditure approval, delegation of authority and authorisation levels, segregation of duties and other control procedures together with accounting policies and procedures, which are approved by the Board.

Budgetary process
Each year the Board approves the annual budget and key risk areas are identified. Performance is monitored and relevant action is taken throughout the year through regular reporting to the Board of variances from the budget, updated forecasts for the year together with information on the key risk areas.

Investment appraisal
Major capital and other project expenditure is controlled by a budgetary process and authorisation levels. For capital expenditure above specified levels, and for acquisitions and disposals, detailed written proposals have to be submitted to the Board for approval.

Internal audit
The Group currently does not have an internal audit function as the directors consider this to be inappropriate given the current size of the Group. However, this situation will be reviewed by the Board annually.

Going concern
After making reasonable enquiries, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing these financial statements.


GFMT Wheatley
Company Secretary
26 March 2008