Responsibilities of the Board of Directors, the Committees of the Board of Directors and the responsibilities of Committee members

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Responsibilities of the Members of the Board of Directors

Note: Capitalized words in the following statement relating to the directors have the definitions and/or meanings attributed to them in the AIM Rules, as amended from time to time.

Each Director of RPS accepts full responsibility, collectively and individually, for its compliance with the AIM Rules, including:

• RPS shall retain a Regulatory Information Service to ensure that notifications of information are made as and when required by the AIM Rules, and notification of information required by the AIM Rules is made no later than it is published elsewhere;
• RPS shall take reasonable care to ensure that any notification of information it makes is not misleading, false, or deceptive, and does not omit anything likely to affect the import of such information;
• RPS shall issue notification without delay of any new developments which are not public knowledge, which, if made public, would be likely to lead to a substantial movement in the price of its AIM Securities, when the new developments concern a change in:
  • its financial condition
  • its sphere of activity
  • the performance of its business; or
  • its expectation of its performance
• RPS shall disclose Related Party transactions, Reverse Takeovers, Disposals Resulting In A Fundamental Change Of Business, and any Substantial Transactions, whether individually or aggregated, as defined by the AIM Rules, including any transaction by a subsidiary of RPS, but excludes any transactions of a revenue nature in the ordinary course of business and transactions to raise finances which do not involve a change in the fixed assets of RPS or its subsidiaries;
• RPS shall issue notification without delay of any:
  • Deals with Directors
  • relevant changes to any Significant Shareholders
  • the resignation, dismissal, or appointment of any Director or Nominated Advisor or Broker
  • a change in its accounting reference date, registered office address, or legal name
  • any material change between its actual trading performance or financial condition and any profit forecast, estimate, or projection made public on its behalf
  • any decision to make any payment in respect of its AIM Securities
  • the reason for the application or cancellation of any AIM Securities
  • the occurrence and number of shares taken into and out of the treasury
  • any change in the website address at which the information required by the AIM Rules is available
  • any subsequent changes to the details disclosed pursuant to Schedule Two; and
  • the admission or cancellation of trading of the AIM Securities on any other exchange or trading platform;
• RPS shall prepare and provide notification of half-yearly annual reports and shall publish annual audited accounts which will be sent to its Shareholders according to the standards of its country of incorporation;
• RPS shall make any document provided to its Shareholders available on its website and provide notification, and an electronic copy shall be sent to the Exchange;
• The Directors and Applicable Employees of RPS shall not Deal in any of its AIM Securities during a Close Period, nor shall RPS permit the purchase or early redemption of its AIM Securities or sale of any AIM Securities held as Treasury Shares during a Close Period, except as permitted by the AIM Rules;
• RPS shall provide the Exchange with such information in such form and within such limit as it considers appropriate, and shall publish such information if so required; and
• RPS shall inform the exchange in advance of any notification of the timetable for any proposed action affecting the rights of its existing shareholders, and shall disclose any amendments to the timetable to the Exchange. w

Responsibilities of the Members of the Remuneration Committee

The Remuneration Committee of the Board of Directors consists of Daniel Raynor (chair) and Stephen E. Stonefield. The Renumeration Committee shall:

• determine and agree with the Board of Directors the policy for and the individual total remuneration of RPS’ Chief Executive, Chairman of the Board, the executive directors, the Secretary and such other members of the executive management as it is designated to consider. No Director or manager shall be involved in any decisions as to their own remuneration;
• take into account all factors which it deems necessary to ensure that members of the executive management of RPS 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 RPS;
• review the ongoing appropriateness and relevance of the remuneration policy;
• approve the design of, and determine targets for, any performance related pay schemes operated by RPS and approve the total annual payments made under such schemes;
• review the design of all share incentive plans for approval by the Board and Shareholders.
• determine the policy for, and scope of, pension arrangements for each executive director and other senior executives;
• ensure that contractual terms on termination, and any payments made, are fair to the individual, and to RPS, that failure is not rewarded and that the duty to mitigate loss is fully recognized;
• in determining remuneration, give due regard to any relevant legal requirements, the provisions and recommendations in the Combined Code and the Corporate Governance Guidelines for AIM Companies and the AIM Rules and associated guidance;
• review and note annually the remuneration trends;
• oversee any major changes in employee benefits structures;
• agree to a policy for authorizing claims for expenses from the Chief Executive and Chairman of the Board;
• ensure that all applicable provisions regarding disclosure of remuneration, including pensions, are fulfilled;
• be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the Remuneration Committee; and
• authorize, approve and execute all documents (including service contracts), and do all things, as the Committee considers necessary or desirable in connection with or in relation to or to effect, amend or vary the arrangements relating to remuneration of the executives and Directors of RPS.

Responsibilities of the Members of the Audit Committee

The Audit Committee of the Board of Directors consists of James R. Macdonald (chair) and Stephen E. Stonefield. The Audit Committee shall:

• monitor the integrity of the financial statements of RPS, including its annual and interim reports, preliminary results’ announcements and any other formal announcement relating to its financial performance, including significant financial reporting issues and judgments which they contain;
• review and challenge where necessary:
  • the consistency of, and any changes to, accounting policies
  • the methods used to account for significant or unusual transactions where different approaches are possible;
  • whether RPS has followed appropriate accounting standards and made appropriate estimates and judgments, taking into account the views of the external auditor;
  • the clarity of disclosure in RPS’ financial reports and the context in which statements are made; and
  • all material information presented with the financial statements
• review RPS’ arrangements for its employees to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters and ensure that these arrangements allow proportionate and independent investigation of such matters and appropriate follow up action;
• monitor and review the effectiveness of RPS’ internal audit function in the context of RPS’ overall risk management system;
• approve the appointment and removal of the head of the internal audit function;
• review and assess the annual internal audit plan, all reports from the internal auditors, and management’s responsiveness to the findings and recommendations of the internal auditor;
• consider and make recommendations to the Board of Directors, to be put to Shareholders for approval at the Annual Meeting, in relation to the appointment, re-appointment and removal of RPS’ external auditor;
• oversee the selection process for new auditors and if an auditor resigns the Committee shall investigate the issues leading to this and decide whether any action is required;
• oversee the relationship with the external auditor including:
  • approval of their remuneration, the terms of engagement, assessing annually their independence, objectivity, qualifications, expertise, and resources
  • meet regularly with the external auditor, without management being present
  • review and approve the annual audit plan and ensure that it is consistent with the scope of the audit engagement;
  • review the findings of the audit with the external auditor, including discussion of any major issues arising during the audit and the effectiveness of the audit
• report to the Board of Directors and the Shareholders regarding its duties, responsibilities, and findings.