The Quoted Companies QAlliance

ANNUAL REVIEW 2009 / 2010 Q BoxIndex title text

QCA Officers and Advisors 4

About the Quoted Companies Alliance 5

Chairman’s Statement 6

Chief Executive’s Report 8

Treasurer’s Statement 10

Reports of the Sub-Committee Chairmen Corporate Finance Advisors 11 Corporate Governance 12 Financial Reporting 13 Legal 14 Markets and Regulations 15 Marketing and Communications 16 Share Schemes 17 Tax 18

Committee Members and Their Work 19

Review of This Year’s Events 22 QQCA Members 25

3 BoxQCA title Officers text and Advisors

QCA Officers and Advisors President The Rt Hon Lord Strathclyde P.C. (until December 2009) Brian Winterflood (from January 2010)

Chairman Donald Stewart, Faegre & Benson LLP

Treasurer Fiona Kelsey, PricewaterhouseCoopers LLP

Chief Executive Tim Ward

Executive Committee (as of 30 June 2010) Andy Brough, Schroder Investment Managerment Ltd Nigel Burton, Advanced Power AG Paul Clarke, Brookwell Limited (Deputy Chairman) Rob Collins, Evolution Securities Jonathan Eardley, Share Resources Michael Higgins, KPMG LLP Harry Hyman, Primary Health Properties plc Jeremy Landau, K & L Gates Paul Lee, Hermes Equity Ownership Services Ash Mehta, Orchard Growth Partners Limited Katie Morris, Brewin Dolphin Securities Limited Julian Palfreyman, Winterflood Securities Theresa Wallis, LiDCO Group plc Paul Watts, Baker Tilly LLP

Sub-Committee Chairmen (as of 30 June 2010) Corporate Finance Advisors Tom Price, Chief Operating Officer, Westhouse Securities Corporate Governance Edward Beale, Managing Director, City Group plc Financial Reporting Anthony Carey, Partner, Mazars LLP Legal Nicholas Narraway, Consultant, Moorhead James LLP Marketing & Communications Leslie Copeland, Chief Executive Officer, Vitesse Media plc Markets & Regulations Stuart Andrews, Director, Corporate Finance, Evolution Securities Share Schemes Nicholas Stretch, CMS Cameron McKenna LLP Taxation Bernard Sweet, Consultant

Bankers Barclays Bank plc HSBC Investec Bank

Auditors BDO LLP

4 BoxAbout title the text Quoted Companies Alliance

The Quoted Companies Alliance (QCA) is the and help improve investment in small and mid-cap membership organisation that works for small and quoted companies through promoting vibrant, mid-cap quoted companies in the UK and Europe to healthy and liquid capital markets. promote and maintain vibrant, healthy and liquid capital markets. The QCA has three main activities:

The QCA represents small and mid-cap quoted I Lobbying: We successfully lobby on and raise companies outside the FTSE 350 including those on awareness of regulatory and tax issues that are AIM and PLUS Markets. The small and mid-cap important to small and mid-cap quoted companies. quoted sector is vital to the UK economy – there are We carry out this work through our eight committees. nearly 2,000 such companies, representing 85% of all

quoted companies. I Education: We help the sector to understand and We are an independent membership organisation, implement new rules and promote best practice founded in 1992 (originally known as CISCO), and are through our extensive guidance booklet series and funded by our membership. Our membership consists topical seminars. of small and mid-cap quoted companies, their

advisors, investors, companies aspiring to join a UK I Networking: We provide a forum for small and equity market and other market participants. mid-cap quoted company directors to network and share ideas with other directors, fund managers, What we do brokers and advisors. Through our events, we help put The QCA is the thinking department for the small and small and mid-cap quoted companies in touch with mid-cap sector. We exist to ensure that the regulatory leading players in the markets. burden does not fall disproportionately on the sector

The QCA Team Tim Ward Chief Executive

Hayley Zeff Head of Marketing & Membership

Samantha Green Marketing & Membership Executive

Simon Redfern Marketing & Membership

Kate Jalbert Head of Policy & Communications

Chris Stapeley PA to Chief Executive and Office Manager

5 BoxChairman’s title text Statement

I am pleased to present the Annual Review for top of the political agenda and the QCA has never the Quoted Companies Alliance for the year ended 30 been in a better position to get its message across in June 2010. Whitehall. This period includes ten months under the direction of our new Chief Executive, Tim Ward and Committee Work five months under the Presidency of Brian All of our committees have responded well to the Winterflood. demands made of them by the endless flow of consultation papers. In his Chief Executive’s report, Donald Stewart Results Tim has outlined the key issues which they have dealt The dire state of the markets and the absence of IPOs with during the last twelve months. has continued over the last 12 months. While that has However to single out just one thing we have been affected our finances, we have managed to keep things working on over that period, I would like to mention in check and continue to run a fairly tight ship. the significant achievements we have made in our However during the year to June 2010, we have made lobbying efforts on the Prospectus Directive. While it a sizeable investment in our new website and there will be sometime yet until the benefits of the increased will be some further expenditure on that during the limits on fundraising and the number of persons to current financial year. whom a document can be sent before the prospectus I hope all our members will make good use of the rules bite, the die is cast. We have worked effectively enhanced facilities the new website will provide. with others in the field including the London Stock Our sponsors have once more helped us balance Exchange, HM Treasury and EuropeanIssuers. our books over the year by supporting our various However the task is far from over as the next level publications and events. I would like to thank them, involves putting flesh on the bones of what a as without their help, we would not be able to ‘proportionate’ disclosure regime for rights issues and continue to operate without cutting back significantly companies with ‘reduced market capitalisation’ will on our services, events and publications. look like. I take my hat off to Tim and the team for the minor membership miracle they have produced over the last Europe 12 months. In view of the extremely tough time our We can be sure that the future will involve far more sector is going through, we had budgeted for a work in Europe. We will continue to present our case significant reduction in membership numbers. In as part of a European tapestry of growth markets spite of those who have discontinued their providing an alternative for SMEs to mainstream membership, we have actually managed to increase bank lending, during a time when the availability of the number of full corporate and advisor members bank facilities is diminishing. over that period. During the year we provided evidence to Fabrice This is a very important time for the future of the Demarigny, who was commissioned by the French small and mid-cap market, and I believe that our Finance Ministry to report on smaller company members appreciate what we do and see the value in listings in Europe. We are continuing to support his maintaining their membership and relationships with findings in the EU. us. Not only has the flow of EU consultation papers Outlook increased over the last 12 months, with the At a time when it is vital that the issues facing the Commission trying to catch up on its own small and mid-cap markets are powerfully and commitments to review the financial services action articulately represented, the QCA could not be in a plan directives, things have also changed domestically. stronger position. We are working closely with HM With the election and the formation of a coalition Treasury and BIS as they set a course to try and create government, it is clear that the issues facing small and an environment which supports the provision of mid-cap quoted companies are now pretty close to the external capital to businesses. In Europe, our 6‘ ‘

relationship with the European Commission, Tim’s opportunity and owe considerable thanks to very recent appointment to EuropeanIssuers’ board and many people who have supported the QCA and me in our work with Fabrice Demarigny, give us a valuable my role over the last three years. platform to get our case across. In particular I would like to thank the members of We must keep up the good work which has got us the Executive Committee, all the staff at Kinghorn into this position. Street, our past Chief Executive John Pierce, our past We must also keep up our efforts to increase our President Lord Strathclyde, Tim Ward and Brian membership. The weight of our voice depends on the Winterflood, their respective successors. breadth of our membership. In handing on the position of Chairman to Fiona Kelsey, I know that the QCA will be in safe hands. Moving on Donald Stewart As I finish my term as Chairman I consider myself Chairman very lucky to have been appointed to this position by Partner,Faegre&BensonLLP the Executive Committee. I have hugely enjoyed the

7 BoxChief title Executive’s text Report

We have all experienced a tough year edition of our corporate governance guide, Corporate economically and I am pleased to report that the GovernanceGuidelinesforSmallerQuotedCompanies Quoted Companies Alliance has managed to achieve (September 2010). And we have more in the pipeline more than ever before. Membership is beginning to for the upcoming year! increase and our activities and effectiveness are

developing strongly. John Pierce left the organisation I Events: Our calendar of events this year has been in a good state. full of a mixture of both new events and old We have a new President, Brian Winterflood, who ‘favourites’. As always, we have had a successful series Tim Ward is well known to all of you, I’m sure. He has already of Fund Manager Lunches which remain popular with brought a higher profile for the organisation and his smaller quoted company directors. We have also passion for the small and mid-cap quoted sector is introduced a new series of events this year – The simply infectious. He succeeded Lord Strathclyde, Directors’ Lunch Club – where each event is themed who was President for the four years previously. on a topical issue and features a guest speaker. We have managed to secure a series of benefits

from the Prospectus Directive review, which will help I Committees: Our committees continue to provide a smaller quoted companies to raise finance more strong foundation for all of our lobbying and efficiently and cost-effectively. Working closely with educational work. This year, in a bid to ensure that EuropeanIssuers and the London Stock Exchange, we our committees work as efficiently and effectively as made representations to the Rapporteur and MEPs in possible, each committee has produced terms of Europe and HM Treasury in the UK on increasing the reference and appointed a Deputy Chairman. threshold above which a prospectus needs to be

produced from €2.5m to €10m. In the end, the I Annual Dinner: As ever, the Annual Dinner was a threshold above which a prospectus needs to be great success and took place at a new venue, The produced has doubled to €5m, together with an Grange St. Paul’s Hotel. increase from 100 to 150 of people to whom an offer

can be made before there is a need for a prospectus. A I Q&A with the QCA – Fund Manager Seminar: In proportionate approach to disclosure in prospectuses its inaugural year, this seminar put small and mid-cap has also been agreed for SMEs and ‘companies with quoted company directors in front of leading investors reduced market capitalisations’ – this is a in the sector, where they heard about investors’ views fundamental shift in European thinking. on such issues as a NEDs, corporate governance and We are starting to see a closer dialogue with valuations. Whitehall and better awareness in Brussels that a one- size-fits-all approach does not work. There is an What are we working on? increasing and more pressing realisation that if jobs Most of our work is always ‘in progress’ and so we are to be created in Europe, and especially in the UK, continue to examine and lobby on the following: these will not come from the larger companies. It is the

next layer which needs the finance to grow, to launch I Review of European Directives: This year, four new products and as a result create employment which Directives have been up for regular review. We have will return our economy to a better state of health. The had our hands full reviewing and responding to the politicians are beginning to understand this and as a reviews of the Prospectus, Market Abuse and result are looking to find ways to enable finance to Transparency Directives, as well as MiFID. more easily flow into our sector.

I HM Treasury Roundtables: We held four What have we done this year? roundtables for HM Treasury officials in July around

I Guides: We have published two new guides this what Government can do to improve the market and year, AreYouReady?ABriefGuideforaCompany fill the finance gap for the small and mid-cap sector. AspiringtoGoPublic (May 2010) and a revised This is part of our growing relationship with HM 8‘ Treasury and we hope to build this up more in the amazing increase in workload which has strangely ‘ coming year. coincided with my arrival! We are not short of ideas on how to develop our work; with more resource we

I Improving tax incentives: We continue to lobby on will be able to do so much more for our membership. widening the scope of EIS and VCTs, on ensuring Increasing our membership numbers is a key capital gains tax changes are beneficial for the sector objective over the next two to three years. and on the inclusion of AIM shares in ISAs. Thanks to Executive Committee

I Simplifying accounting standards: We have Many thanks go to all the members of the Executive argued, and continue to do so, that smaller listed and Committee who have provided wise counsel and quoted companies should be able to choose to use the challenge over the last 12 months. As I have already IFRS for SMEs accounting standard and that there is said, we have lived through difficult economic times a need for a proportionate approach in terms of and the support of the Executive Committee has been accounting for smaller quoted companies. essential and is commendable.

Thanks to Committees Special thanks I should like to thank each and every member of our I should like finally to pay tribute to Donald Stewart committees for their presence, input and hard work. who steps down as Chairman after three years. He The chairmen of our committees deserve a special stayed on for an extra year to ensure a smooth vote of thanks as their energy has created very induction for me as Chief Executive. His commitment effective work. The committees form the backbone of and availability for the cause has been second to none our thinking, developing responses to consultations and I thank him both personally and on behalf of the and delivering our well received guides. Guests to our QCA at large. I welcome Fiona Kelsey as Chairman committees included representatives from HM and know that she will bring much to the role. I look Treasury, HMRC, the FSA, BIS, the ASB, the IASB forward to working with her over the next two years. and the Takeover Panel. Paul Watts takes over as Treasurer in place of Fiona. Tim Ward Thanks to the QCA team ChiefExecutive The team back at base continue to manage an

9 Treasurer’s Statement

The income for the year ended 30 June 2009 was of £23,763 (2009: £32,348). £454,230. The total expenditure before taxation was

£513,528. The tax credit was £9,885. I Expenditure was lower by £31,221 (5.7%) this year As a result, the QCA made a loss in the year after mainly as a result of tight control over all costs taxation of £49,413 (2009: loss £30,565). The main particularly salaries and newsletter costs. points of note in the accounts are as follows:

I The retained accumulated surplus is £135,444

I Subscription income was lower by 7.8% because of (2009: £184,857). Fiona Kelsey the decreases during 2009 in the number of members in this difficult market. Membership numbers have Many of QCA’s initiatives are carried out by increased in 2010 and the full effects of this will be Committee Members, who provide their time and reflected in next year’s results. Increasing member resources to the QCA free of charge. Without the numbers is a key objective for 2011, not only for the generosity of these members and the organisations financial implications but to ensure we represent a that they work for, the QCA’s work would not be as good percentage of the market and a wide range of widely known. This funding does not feature in the views. income and expenditure account, but is more significant to the QCA than the recorded expenditure.

I The Annual Dinner continues to be a key event in Fiona Kelsey the QCA calendar. The event was well received and in Treasurer addition to raising our profile it contributed a surplus Partner,PricewaterhouseCoopersLLP

10 Corporate Finance Advisors

Objectives The Corporate Finance Advisors Committee is a focal point, a forum for discussion and a public voice for corporate finance and corporate broking practitioners advising small and mid-cap quoted companies. The Committee aims to influence market practice, market structures and the regulatory framework to Tom support the responsible operation and continued success Price of advisory firms and their corporate clients operating in the small and mid-cap quoted company sector. The Committee also aims to build relationships with and lobby, where appropriate, public bodies in the UK and in Europe, in particular the UKLA/FSA, LSE/AIM, Takeover Panel and HM Treasury. Together with other QCA Committees, it responds to public debates and consultations. The past year in the equity capital markets has continued to be demanding for companies and their advisors. Share prices have rallied from their lows and there has been some increase in fundraising and M&A activity, but market volatility and economic uncertainty has meant that corporate activity has not been at the levels anyone had envisaged a year ago. Many companies do not want to issue equity at and Nominated Adviser approval regime. current levels and are reluctant, or unable, to take on We attended various meetings with HM Treasury, more debt. Despite much talk, there has been no Bank of England and the Department of Business, meaningful re-emergence of an IPO market. Innovation and Skills officials following publication of the Treasury’s paper on non-bank lending. This paper Activities During the Year sought to kick off a discussion on the paucity of The guide, AreYouReady?ABriefGuidefora options for mid-sized companies in the UK to access CompanyAspiringtoGoPublic, which the debt other than through traditional bank lending. Committee worked on, was published in May 2010. It We changed the name of the Committee during the considers some of the more subjective criteria for year from the ‘Nominated Adviser Committee’ to assessing a company’s suitability for an IPO, with the reflect the interests of most of our advisory members objective of raising the quality level of the next raft of in all UK equity markets. We have also begun to smaller companies to come to the UK markets. expand the membership to reflect the wide variety of The Committee has discussed and monitored the professional firms amongst the QCA’s membership. launch of the new “Standard Listing” regime, which Mark Percy and John Cowie of Seymour Pierce, effectively opens for UK companies the ability to list Steven Mack of CMS Cameron McKenna, Tom with the lighter obligations that were previously Griffiths of Arbuthnot, Dalia Joseph of Oriel and encompassed in a secondary listing. In the event, the Simon O’Brien of PwC all joined the Committee dearth of new issues has meant that this option during the year and Richard Feigen, Rick Thompson remains pretty much untested. and Marc Cramsie all retired from it. I would like to The Committee continued its engagement with the thank them and all the members who give their time. LSE’s AIM regulation division, in particular Tom Price

REPORTS OF THE SUB-COMMITTEE CHAIRMEN SUB-COMMITTEE THE OF REPORTS discussing the evolution of the Qualified Executive ChiefOperatingOfficer,WesthouseSecurities

11 Corporate Governance

Objectives The UK Stewardship Code The Committee has two objectives. The first is The FRC took responsibility for the Stewardship Code to represent QCA members in debate about Corporate from the Institutional Shareholders Committee and Governance, seeking to ensure that rules are kept to a consulted on changes to the Code, which the minimum and can be applied in a practical manner by Committee responded to. Unfortunately, we did not companies of all sizes. Our other objective is to get a major review of the Code, with the FRC only increase awareness among the QCA corporate tinkering around the edges. We will continue to work membership of the spirit underpinning all the rules to promote better engagement between smaller Edward and guidance, and promote the adoption of high quoted companies and investors. Beale standards of corporate governance. The Committee’s activity centres on the UK Other Consultations Corporate Governance Code, the Business Review and We have also responded during the year to other other legislation, often driven by the EU. consultation requests, mainly from the FRC. These included a consultation on the Going Concern and Corporate Governance Guidelines for Smaller Liquidity Risk: Guidance for Directors of UK Quoted Companies Companies and another on Audit Firms Providing Non- We have revised and published the QCA’s new Audit Services to Listed Companies That They Audit. CorporateGovernanceGuidelinesforSmallerQuoted Companies, which replaces and combines the content Committee Membership of the QCA’s GuidanceforSmallerQuoted The composition of the Committee has changed Companies– TheCombinedCodeonCorporate significantly during the year, but remains dominated Governanceand CorporateGovernanceGuidelinesfor by advisors. I would like to take this opportunity to AIMCompanies. thank those members who have left the committee for In this new QCA Code, we define the purpose of their contribution and to welcome new members. We corporate governance as being to “create and maintain remain interested in finding new members with a flexible, efficient and effective framework for experience in preparing or using accounts. entrepreneurial management that delivers growth in Tim Goodman has agreed to become Deputy shareholder value over the longer term”. We argue that Chairman and to take over as Chairman when my the key to achieving this is constructive and active term of office expires in October 2010. engagement which builds trust between boards and investors. This in turn is dependent on leadership from Outlook the chairman, high quality reporting and integrating We are hoping for a quieter year in 2010/11 which will governance with strategy and performance. give the committee time to develop its thinking on how to influence future governance debates more effectively The UK Corporate Governance Code and how to better engage with the QCA membership. The bulk of the Committee’s work during the year has The UK Government’s coalition agreement includes centred around our responses to the Walker Review a commitment to improving corporate reporting and on the governance of banks and other financial we will be involved in this review alongside the QCA institutions, the updating of the Combined Code to Financial Reporting Committee. We will also be on the form the new UK Corporate Governance Code and look out for developments in DEFRA’s plans for the UK Stewardship Code. We are disappointed that reporting of greenhouse gas emissions. the Financial Reporting Council (FRC) did not take The European Commission’s reactions to the advantage of the perceived corporate governance recent financial crisis are now becoming clearer and failings to undertake a root and branch review of the we expect that this will lead to further governance- purpose of the Code and how that purpose can best be related consultations in the near future. fulfilled. We will continue to press for the Code to be Edward Beale

REPORTS OF THE SUB-COMMITTEE CHAIRMEN SUB-COMMITTEE THE OF REPORTS more ‘outcome orientated’. ManagingDirector,CityGroupplc

12 Financial Reporting

The Financial Reporting Committee has had advancing the possibility of smaller listed and quoted another busy year seeking to ensure the International companies being able to use IFRS for SMEs in their Accounting Standards Board (IASB) and the UK's consolidated accounts and their being able to make Accounting Standards Board (ASB), in particular, greater use of the materiality concept to reduce the take account of the needs of smaller listed and quoted complexity of, and clutter in, financial statements. companies as they develop proposals on financial The Committee has put significant effort into reporting. The Committee has also engaged actively involving Finance Directors of QCA Corporate with the London Stock Exchange and the Department Members and others within its target constituency in Anthony for Business, Innovation and Skills on reporting issues its work, and it was very pleased that seven directors, Carey during the year. A list of its responses is shown in the in addition to Committee Members, attended the ‘Committee Members and Their Work’ section of this lunch it arranged in March with Sir Bryan Nicholson, review. Important issues in the past year have been one of the trustees of the IFRS Foundation. It also the ASB's proposals relating to the future of UK received a good response from corporate members to GAAP as well as IASB's heavy agenda related to its its questionnaire on the Future of UK GAAP in July. convergence programme. The Committee is pleased with the number of key In order to provide a strategic approach to, and a influencers on reporting that it has been able to strong focal point for, its work, the Committee engage in dialogue with during the past year and developed its Corporate Reporting Charter during the would like to extend its thanks to the following who year. The Charter, which is included as an attachment have been guests at its meetings: to all its responses, sets out the principles which it

believes should underpin good reporting. I Ian Wright, Financial Reporting Council

The Charter was developed partly to ensure that I David Tyrall, BIS

the Committee was pro-active in advancing its agenda I Peter Elwin, ASB

as well as to aid in its responses to exposure drafts and I Sir Bryan Nicholson, IFRS Foundation other papers from IASB, ASB and others. The pro- Anthony Carey active areas on which it is currently focusing are Partner,MazarsLLP

13 Legal

Over the last year, we have responded to submit to the Committee of European Securities various consultations including the Financial Regulators (CESR). Reporting Council’s review of its guidance on going We continue to liaise with the Corporate concern and liquidity risk, the Climate Change Act’s Governance Committee in particular, attending each Business Review reference, as well as a number of other’s meetings and working together on Takeover Panel consultations. Committee members consultation responses where appropriate. This year have also joined working groups with other we have also held meetings with the Markets and committees to look at some issues such as the Regulations Committee, allowing us to having joint Nicholas Prospectus, Market Abuse and Transparency discussions with the Financial Services Authority and Narraway Directives. the Takeover Panel. On our now annual visit to Brussels last November, The Committee continues to enjoy a wide we focused again on the Prospectus Directive review, membership, and my thanks go to all those who have following up particular concerns on increasing the hosted meetings through the year, regularly attended €2.5 million threshold under which a prospectus does our early morning meetings and given so freely of not need to be produced, the definition of a smaller their time and considerable talents. Their efforts have company, and the proportionate prospectus concept played no small part of the increasing influence that for smaller companies. We put forward our detailed the QCA enjoys. proposals to MEPs as they considered the wording of We would be very happy to hear from lawyers in the amendments to the Prospectus Directive, and industry who would like to join the committee and were delighted to see the outcome, including a provide an industry perspective. significant increase in the prospectus threshold from Finally I would like to thank the Committee for all €2.5m to €5m. There are of course aspects that still their work as I step down as Chairman this year. Tom need to be changed, but it is good to see some EU Shaw, Partner at Speechly Bircham LLP, will take over focus on the needs of smaller companies. We are now the Chairmanship from October 2010. preparing proposals on what should be included in a Nicholas Narraway

proportionate prospectus for smaller companies to Consultant,MoorheadJamesLLP REPORTS OF THE SUB-COMMITTEE CHAIRMEN SUB-COMMITTEE THE OF REPORTS

14 Markets & Regulations

After the time spent on the Prospectus Directive, it has been a much quieter year for the Markets and Regulations Committee. Nonetheless we have met a total of 10 times and debated a number of matters. The key matters on the agenda were the Prospectus Directive proposals following the consultation, various consultations from the Takeover Panel and the proposal for Premium and Standard Stuart Listings from the FSA. After consideration of all the Andrews views and, on a number of occasions, working with other committees, responses were submitted on the following papers:

I ConsultationPaper–ExtendingtheCode’s DisclosureRegime

I MiFiDcomplexandnon-complexfinancial instruments

I ConsultationPaper–MiscellaneousCode Amendments

I Draftpolicyforcomment–Authoritytoreduce minimumnoticeperiod

I ProspectusDirectiveReview–SummaryofImpact Assessment

I FSACP09/24–PolicyStatement

I FSACP09/28-ChangestoListingCategories

I FurtherCESRMiFiDconsultations

Copies of these submissions can be found on the QCA’s website. As well as reviewing papers, the Committee has invited various people to attend meetings to further our understanding of specific areas and to aid the consideration of future proposals. We have been fortunate to hear from representatives of the Panel, including Tony Pullinger, its Deputy Director General, the FSA, London Stock Exchange, ABI and Julian Palfreyman of Winterfloods, who provided a fascinating insight into the world of market making. On behalf of the Committee, I would like to express my thanks to all those who have taken time to meet with us. I also would like to express my thanks to all Committee Members for their time and input in considering and debating the many issues that have come about and look forward to further productive meetings in the coming year. Stuart Andrews Director,CorporateFinance,EvolutionSecurities

15 Marketing & Communications

The Marketing & Recruitment Committee was I Continued output of Voice, the QCA’s respected transformed into a more efficient and tightly managed quarterly periodical; ‘Marketing & Communications Working Group’

during the year, in a bid to enhance its overall I Marketing the invaluable management tool contribution to the Quoted Companies Alliance. booklets, including the well received and revised While this change has indeed led to a greater sense CorporateGovernanceGuidelinesforSmallerQuoted of focus, the core goals of the group remained Companies and the new AreYouReady?ABriefGuide unchanged - raising funds, boosting membership and forCompaniesAspiringtoGoPublic. Leslie spreading the news that the Quoted Companies

Copeland Alliance is the only dedicated pressure group working I The continuation of the successful – and very well tirelessly on behalf of smaller quoted companies. attended – Fund Manager Lunch Programme, Market Our task this last year, was, of course, made slightly Maker Lunch Programme, the new Q&A with the more daunting by the prevailing economic and QCA – Fund Manager Seminar and the Summer financial winds, not to mention the doldrums affecting Reception held at the impressive Gherkin, and the the IPO markets. The continual contraction of the Annual Dinner (which in a lacklustre market for total number of companies on AIM did not help either. discretionary marketing expenditure very rapidly As such, all members and officers of the QCA became a sold out event!) should extend their congratulations to Tim, Hayley

and the rest of the permanent team for actually I And last, but by no means least, the successful re- improving membership numbers. This past year, fully launch of the Quoted Companies Alliance website, fledged (paying!) corporate members increased 5 per which has and will continue to be an invaluable tool in cent from 2009, while the number of advisory firms maintaining the strengthening this organisation’s signed up as members jumped 8%. progress over the months and year ahead. During this period the output of those ensconced at Kinghorn Street was truly impressive. In previous For my part, and on behalf of the Marketing & years we have (with pride) flagged up the fact that the Recruitment Working Group, I would like to extend QCA has probably saved smaller quoted companies my thanks to Tim Ward, Hayley Zeff and the rest of circa £150,000 per year as a result of the lobbying and the team for reinvigorating and re-energising the QCA activism targeted at national and European-level and look forward to the challenges of the year ahead. governments and legislatures. The change of Leslie Copeland government in the UK in May necessitated a gear- ChiefOperatingOfficer,VitesseMediaplc change in the efforts directed at Westminster, and the entire executive team rose to the challenge. All of this crucial work was delivered in tandem with the publication of new guides and ongoing topical events, which members new and old continue to rely upon.

Other achievements this year have included:

I Improving membership benefits;

I Securing partnerships, joint ventures and third party alliances for the QCA;

I Maintaining the media profile of the QCA (it goes without saying that the last year was something of a

REPORTS OF THE SUB-COMMITTEE CHAIRMEN SUB-COMMITTEE THE OF REPORTS stand-out period);

16 Share Schemes

All committees this year have been encouraged have observed core principles and their scheme is to sharpen the scope of their remit by adopting formal appropriate to the company and its circumstances, terms of reference. The Share Scheme Committee’s smaller companies could then implement what is main objective “to represent small and mid-cap appropriate to them rather than larger companies companies in connection with all aspects of employee with confidence. I am grateful to Fiona Bell at equity incentive arrangements” sums up the work of Memery Crystal for her leadership here. our Committee pithily. The second one is tax-related. Who would have The Committee has had two main work streams thought this time last year that the highest rate of Nicholas over the last year. The first is one that has troubled income tax would be 50% and the capital gains tax Stretch smaller companies and their advisors for many years – (CGT) rate for higher-rate taxpayers is (in effect) namely that the market guidelines on the percentage 28%? As we had some warning of the 50% rise, we of a company’s shares which can be used for employee held a free seminar with Deloitte to encourage smaller share scheme purposes and other key terms, which quoted companies to think of ways in which they are largely encapsulated in the Association of British might help their employees bring forward Insurers (ABI) guidelines, are simply not suitable for remuneration while the 40% rate still applied. It was smaller companies. There are just so many different a packed room and an example of how the QCA can issues they face that this set of guidelines just isn’t provide helpful services to members who do not have helpful on its own. The ABI guidelines are written the large reward departments of the FTSE 100 to help with larger, established companies in mind: our them take these decisions. members and their investors need to approach share Just before the most recent Budget, we met the schemes flexibly with no pre-conceived ideas. We have new tax minister, David Gauke MP, Exchequer met in the course of the year several large investors Secretary to the Treasury, to press our concerns on and an investor group, and received some sympathy, CGT to allow employees with less than 5% holdings in but devising a substitute set of principles, which is less a company to access the favourable 10% CGT rate prescriptive but still offers an effective shareholder available to employees with larger holdings. So far, we protection regime and incentivises management, yet have not been successful on this, but this is a longer does not reward failure, will take time to gain term play. There is also a review of more adventurous credibility. If we can achieve something in this area, CGT remuneration schemes starting soon, in which this will be a fantastic win for the Committee and the the Committee will no doubt participate and which QCA as a whole, and will help members considerably. may well form a large part of our workload in the So long as they can justify to shareholders that they autumn. This should enable us to bring together ideas on the right rate of CGT for employees. Other work in the year has included commenting on the AIM rule regarding disclosure of directors’ remuneration introduced at the start of this year and supporting the work of other committees, including the Markets and Regulations and Legal Committees, where we were pleased to see that AIM companies should now be able to operate most share schemes for their employees as simply as their fully listed brethren due to changes in the Prospectus Directive regime. In addition to Fiona Bell, whom I mention above, I would like to thank Colin Kendon (Bird & Bird) and Danny Blum (Eversheds) for their help in the work of the Committee this year. Nicholas Stretch Partner,CMSCameronMcKennaLLP

17 Tax

It has been a tumultuous year both in terms of legislation. The underlying theme appears to be one of the ongoing economic crisis and the knowledge that a simplification accompanied by reduced rates. Thus we general election was inevitable. Although the work of have seen the announcement that mainstream rates government has continued there was understandably will be reduced to 27% and the smaller companies’ a sense of political hiatus and even with the Pre- rate will drop to 20%. The long-term aim is to reduce Budget Report (PBR) in December and the full mainstream rates to 24%; it remains to be seen Budget in March there was a sense of unreality in the whether there will be a concomitant reduction in the atmosphere. This was not to assume that there would smaller companies’ rate. Such largesse comes at a Bernard be a change in government, but there was a sense that price, principally in terms of capital allowances. The Sweet until the election was over and the results known that previously announced increase in the Annual no one wanted to be committed to long term plans. Investment Allowance has been reversed and AIA will This was not an easy time in which to be engaged now be reduced to £25k; similarly the rates of annual in the lobbying process. However the Committee allowance available in respect of plant and machinery continued to press for policies aimed at assisting will be reduced. This raises the question as to whether growth and investment as well as mitigating the worst in the name of simplicity it would be better to see impacts of the recession. We have continued to certain reliefs abolished altogether, if this would lead maintain dialogue with HMRC and the government, to further reductions in the rate of tax. This is a debate as well as maintaining a pro-active approach towards which deserves serious attention, but it is clear that all the parties. the smaller company sector remains in a fragile The PBR in December 2009 saw a minor victory condition, and that active steps are required to ensure when it was conceded that the small companies’ rate that investment is stimulated and that the tax should be kept at 21% rather than being increased. environment encourages growth and There was some concern that proposed amendments entrepreneurship. to the VCT scheme would go beyond the requirements Whilst it was encouraging that the new that arose from negotiations with the EU. We were Government is extending Entrepreneurs’ Relief pleased to note that by the time of the March Budget (giving a 10% capital gains tax rate on shares in statement these proposals had been dropped and that trading businesses) to £5m, this only applies where any changes were limited to those necessary to ensure 5% of the economic and voting share capital is held. compliance with EU legislation regarding ‘State Aid’. This is a throwback to some historic tax provision and The March Budget also saw a welcome extension to we are actively lobbying for the 5% threshold to be the level of Annual Investment Allowance. removed, so that more employee and management The Committee had a very helpful meeting with a shareholders in quoted companies can benefit from representative of the HMRC’s Business Payment the relief. We all knew that alignment of interests Support Service (BPSS). The BPSS was one of the between employees/management and key more progressive measures introduced to ensure that shareholders is vital to growing shareholder value, businesses that were undergoing cash flow difficulties particularly in small and mid-cap quoted companies. could enter into meaningful negotiations with HMRC We would encourage those companies to lobby for to ensure that a more reasonable and realistic such change through their industry and other approach towards managing tax exposure could be representative bodies as a concerted effort will be negotiated. The meeting was a very open one in which needed given the state of Government finances. there was a frank exchange of views and which the I would like to thank the Committee for all their committee found very encouraging. We were therefore work and I now hand over the chairmanship of the very pleased to see that the March Budget included Committee to Vijay Thakrar, Partner at Deloitte. the announcement that the BPSS would continue to Bernard Sweet function. Consultant With a change of Government came a new

REPORTS OF THE SUB-COMMITTEE CHAIRMEN SUB-COMMITTEE THE OF REPORTS Emergency Budget in June and a new approach to tax

18 BoxCommittee title text Members & Their Work

Detailed below is a list of our Technical Dalia Joseph, OrielSecurities Committee members (as of 30 June 2010) and the Michael Landon/Cliff Weight,MM&KLtd consultations they responded to over the past year. Derek Marsh, ChinaFoodGroup Our thanks go to our Technical Committee members, James Parkes, CMSCameronMcKennaLLP and the organisations that they represent, for freely Murray Steele, CranfieldSchoolofManagement providing their time and resources. Without them the Andrew Viner, BDOLLP QCA could not operate. Melanie Wadsworth, Faegre&BensonLLP Tim Ward, TheQuotedCompaniesAlliance Corporate Finance Advisors Committee Kate Jalbert, TheQuotedCompaniesAlliance Committee Members: Tom Price, WesthouseSecurities(Chairman) Consultation Papers Responded To:

Azhic Basirov, Smith&WilliamsonLimited I Consultation on draft guidance for how to measure Richard Brown, AmbrianPartners(Deputy and report your greenhouse gas emissions, DEFRA

Chairman) I Louder than Words (Principles and actions for John Cowie/Mark Percy, SeymourPierce making corporate reports less complex and more Leslie Gregory, MemeryCrystalLLP relevant), FinancialReportingCouncil

Tom Griffiths,ArbuthnotSecurities I Consultation on Audit Firms Providing Non-Audit Dalia Joseph, OrielSecurities Services to Listed Companies That They Audit, Steven Mack, CMSCameronMcKennaLLP FRCAuditingPracticesBoard

Simon O’ Brien, PricewaterhouseCoopersLLP I Review of the Effectiveness of the Combined Code, Susan Walker, KPMGLLP FinancialReportingCouncil

David Worlidge/Simon Clements, MerchantSecurities I ICSA Review of the Higgs Guidance 2010, Limited ICSA/FinancialReportingCouncil

Ray Zimmerman, ZAICorporateFinanceLtd I Consultation on a Stewardship Code for Tim Ward, TheQuotedCompaniesAlliance Institutional Investors, FinancialReportingCouncil Kate Jalbert, TheQuotedCompaniesAlliance Financial Reporting Committee Consultation Papers Responded To: Committee Members:

I Stock Exchange AIM Notice – AIM 35 – Proposed Anthony Carey, MazarsLLP(Chairman) Aim Rules for Disclosure of Directors Remuneration Ian Davies, Victoriaplc and Electronic Communication with Shareholders, Peter Chidgey, BDOLLP TheLondonStockExchange Sarah Cox, Ernst&YoungLLP

I Discussion paper on non-bank lending David Gray, SQCConsultant (incl Roundtable), HMTreasury Chris Ogle, SQCConsultant(DeputyChairman) Paul Watts/Bill Farren, BakerTillyLLP Corporate Governance Committee Nick Winters/James Lole, RSMTenonPLC Committee Members: Tim Ward, TheQuotedCompaniesAlliance Edward Beale, CityGroupPLC(OutgoingChairman) Kate Jalbert, TheQuotedCompaniesAlliance Mirza Baig, F&CAssetManagement Tim Bird/James Duncan, WedlakeBellLLP Consultation Papers Responded To:

Nigel Burton, AdvancedPowerAG I Discussion Paper – DP/2009/1: Leases – Anthony Carey, MazarsLLP Preliminary View, Louis Cooper, HorwathClarkWhitehillLLP InternationalAccountingStandardsBoard(IASB)

Clive Garston, DaviesArnoldCooperLLP I Exposure Draft ED/2009/4 Prepayments of a Tim Goodman, HermesEquityOwnershipServices Minimum Funding Requirement – Proposed (IncomingChairman) Amendments to IFRIC 14, Nick Graves, BurgesSalmon InternationalAccountingStandardsBoard(IASB)

19 Committee Members & Their Work

Continued from page 19 I Exposure Draft ED/2009/2 – Income Tax offered to the public or admitted to trading and InternationalAccountingStandardsBoard(IASB) 2004/109/EC on the harmonisation of transparency

I Consultation Paper setting out its proposals to revise requirements in relation to information about issuers the Guidance for Directors on Going Concern and whose securities are admitted to trading on a Financial Reporting, FinancialReportingCouncil regulated market,

I Going Concern and Liquidity Risk: Guidance for (Prospectus Directive Review), EuropeanCommission

Directors of UK Companies – Exposure Draft, I Letter Sent to MEPs re amendments to the FinancialReportingCouncil Prospectus Directive, EuropeanCommission

I Performance Reporting – A European Discussion Paper, EFRAG/PAAinE Markets & Regulations Committee

I Louder than Words (Principles and actions for Committee Members: making corporate reports less complex and more Stuart Andrews, EvolutionSecurities(Chairman) relevant), FinancialReportingCouncil Umerah Akram, LondonStockExchangeplc Peter Allen, DWFLLP Legal Committee Andrew Collins, SpeechlyBirchamLLP Committee Members: Jonathan Eardley, ShareResources Nicholas Narraway, MoorheadJamesLLP(Outgoing Richard Evans, SQCConsultant Chairman) Richard Everett, LawrenceGrahamLLP Jai Bal, Farrer&CoLLP Martin Finnegan, NabarroLLP(DeputyChairman) Chris Barrett, Bird&BirdLLP Alexandra Hockenhull, HockenhullInvestorRelations Richard Beaven, NabarroLLP Farook Khan, PinsentMasonsLLP Matt Bonass, DentonWildeSapteLLP Linda Main, KPMGLLP Ross Bryson, MishcondeReya Richard Metcalfe, MazarsLLP Andrew Chadwick, RooksRiderSolicitors Katie Morris, BrewinDolphinSecuritiesLimited Jonathan Deverill, StikemanElliottLLP Simon Rafferty,WinterfloodSecurities Jeanette Gregson, DavenportLyons Chris Searle, BDOLLP Carol Kilgore, Curtis Mallet-Prevost, Colt&MosleLLP Peter Swabey, Equiniti Philip Lamb, LewisSilkinLLP Theresa Wallis, LiDCOGroupPLC Laura Nuttall, McGrigorsLLP Tim Ward, TheQuotedCompaniesAlliance Chris Owen, ManchesLLP Kate Jalbert, TheQuotedCompaniesAlliance June Paddock, FaskenMartineauLLP Tom Shaw, SpeechlyBirchamLLP(Incoming Consultation Papers Responded To:

Chairman) I Consultation Paper issued by the Code Committee Donald Stewart, Faegre&BensonLLP of the Panel – Extending the Code’s Disclosure Gary Thorpe, Clyde&CoLLP Regime (PCP 2009/1), TheTakeoverPanel

Tim Ward, TheQuotedCompaniesAlliance I MiFID complex and non-complex financial Kate Jalbert, TheQuotedCompaniesAlliance instruments for the purposes of the Directive’s appropriateness requirements, CESR

Consultation Papers Responded To: I Consultation Paper issued by the Code Committee

I Consultation on draft guidance for how to measure of the Panel – Miscellaneous Code Amendments – and report your greenhouse gas emissions, DEFRA Revision Proposals relating to Various Rules of the

I Inquiry into De Larosiere paper (Proposals for Takeover Code (PCP 2009/2), TheTakeoverPanel

European Financial Supervision), I Draft Policy for Comment – Authority to reduce TreasuryCommittee minimum notice period, RiskMetrics

I Proposal for a Directive of the European Parliament I CP 09/24 Listing Regime Review – Policy statement and of the Council amending Directives 2003/71/EC for CP08/21 and further minor consultation on the prospectus to be published when securities are FinancialServicesAuthority

20 I Understanding the definition of advice under Tax Committee MiFID, CESR Committee Members:

I Consultation Paper 09/28 Listing Regime Review – Bernard Sweet, SQCConsultant(Outgoing Consultation on changes to the listing categories Chairman) consequent to CP09/24, Paul Barnes, KPMGLLP FinancialServicesAuthority Chris Bond, PKF(UK)LLP

I Amendments to Rule 5.2(c)(iii), David Boyd, MazarsLLP TheTakeoverPanel Jason Collins, McGrigorsLLP

I CP10/5 Regulatory Fees & Levies – Rates proposals Tim Crosley, MemeryCrystalLLP(Deputy 2010/11 and feedback statement on Part 1 of Chairman) CP09/26, FinancialServicesAuthority Paul Fay, HorwathClarkWhitehillLLP

I MiFID: 1) Consultation on investor protection and Stephen Lane, FoxWilliamsLLP intermediaries; 2) Consultation on equity markets; Neil Pamplin, GrantThorntonLLP and 3) Consultation on transaction reporting, Michael Ridsdale, WedlakeBellLLP CESR Amanda Solomon, CharlesRussellLLP Vijay Thakrar, DeloitteLLP(IncomingChairman) Share Schemes Committee Tim Ward, TheQuotedCompaniesAlliance Committee Members: Kate Jalbert, TheQuotedCompaniesAlliance Nicholas Stretch, CMSCameronMcKennaLLP (Chairman) Consultation Papers Responded To:

David Baxter, HewittNewBridgeStreet I Consultation of Venture Capital Trusts & Enterprise Fiona Bell, MemeryCrystalLLP(DeputyChairman) Investment Scheme, HMRC

Daniel Blum, EvershedsLLP I Budget 2010, HMTreasury Chris Browne, KPMGLLP Stephen Chater, AddleshawGoddardLLP Other Consultation Papers The QCA Sara Cohen, LewisSilkinLLP Responded To:

William Cookson, MazarsLLP I De Larosière Group Report & Driving European Jared Cranney, InteriorServicesGroupPLC Recovery, EuropeanCommission

John Daughtry, Equiniti I Communication on Financial Supervision in James Dean, OsborneClarke Europe, EuropeanCommission

David Ellis/Amanda Flint, BDOLLP I A review of corporate governance in UK banks and Philip Fisher, PKF(UK)LLP other financial industry entites (The Walker Review), Jeremy Glover, StephensonHarwood HMTreasury

Paula Hargarden, BurgesSalmonLLP I Draft Plan and Levy Proposals 2010/11, Colin Kendon, Bird&BirdLLP FinancialReportingCouncil Tarl Lall, CharlesStanley&CoLimited Nigel Mills/Michael Landon, MM&KLtd Peter Mossop, SanneGroup Robert Postlethwaite, Postlethwaite&Co Nick Wallis, Smith&Williamson Tim Ward, TheQuotedCompaniesAlliance Kate Jalbert, TheQuotedCompaniesAlliance

Consultation Papers responded to:

I Consultation of Venture Capital Trusts & Enterprise Investment Scheme, HMRC

I Budget 2010, HMTreasury

21 Programme of Events

We have held a number of events this year, Directors’ Lunch Club ranging from our popular Fund Manager Lunches Our newest event programme, the Directors’ Lunch and Market Maker Events to our new Directors’ Club, gets a small group of smaller quoted company Lunch Club events and sector-specific lunches. Some directors and a guest speaker together over lunch to highlights include: discuss topical issues in the market. Each lunch is themed around an issue, including investor relations, Q&A with the QCA – Fund Manager Seminar corporate governance, financial reporting and With the tagline of ‘Top investors answer the banking. Speakers this year include Angela Knight of questions you’ve always wanted to ask’, small and the British Bankers’ Association, Simon Brickles, Vice mid-cap quoted company directors gathered at Chairman of PLUS Markets, and Marcus Stuttard, Hunton & Williams’ office on 30 June 2010 to hear Head of AIM at the London Stock Exchange what these leading investors look for when investing and what they think about corporate governance, Annual Dinner annual reports, face-to-face meetings and non- The 2010 Annual Dinner was a great success and took executive directors. place at a new venue, The Grange St. Paul’s Hotel. The dinner was sponsored by the London Stock Exchange, Summer Reception with Simcocks Trust sponsoring the Champagne The 2010 Summer Reception, sponsored by PLUS Reception and Evolution Securities, Hemscott – A Markets Group plc, immediately followed the Q&A Moringstar Company, and Wedlake Bell as supporting with the QCA Seminar and took place at the top of the sponsors. This year, we offered guests something Gherkin with great views overlooking the City. Over different – the opportunity to host a small and mid- 200 members and guests of the QCA attended this cap fund manager at their table, providing them with event, where QCA CEO Tim Ward, QCA President direct access in an informal setting. Speakers at this Brian Winterflood, and Giles Vardey, Non-Executive year’s Annual Dinner included Xavier Rolet, Chief Chairman of PLUS Markets Group, spoke about the Executive of the London Stock Exchange, QCA importance of the small and mid-cap quoted company Chairman Donald Stewart and QCA President Brian

sector to the UK economy. Winterflood. REVIEW OF THE YEAR’S EVENTS YEAR’S THE OF REVIEW

22 2010 Event Programme Subject Speakers Date Directors’ Lunch Club Alexandra Hockenhull, Hockenhull Investor Relations 10 February 2010 Investor Relations Directors’ Lunch Club Simon Brickles, PLUS Markets 10 March 2010 PLUS Markets Fund Manager Lunch Henrietta Marsh, ISIS Equity Partners 17 March 2010 Market Maker Event Julian Palfreyman, Winterflood Securities 25 March 2010 Fund Manager Lunch Stuart Sharp, Rensburg Fund Management 13 April 2010 Directors’ Lunch Club Graham White, Deputy Chairman of Lloyd’s 14 April 2010 Insurance and Lloyd’s Fund Manger Lunch Andy Brough, Schroder Investment Management 20 April 2010 Directors’ Lunch Club Marcus Stuttard, Head of AIM at the London Stock Exchange 12 May 2010 AIM Fund Manager Lunch Adam McConkey, Gartmore 19 May 2010 Directors’ Lunch Club Francis Moore, European Pensions Management Limited 9 June 2010 Pensions (European Pensions Management Limited) Directors’ Lunch Club Michael Morley, Coutts 14 July 2010 Banking and Coutts & Co Directors’ Lunch Club Anthony Carey, Mazars LLP and Chairman of the QCA Financial Reporting Financial Reporting Committee 8 September 2010 Fund Manager Lunch Bill Brown, Bluehone Investors 16 September 2010 Fund Manager Lunch Richard Plackett, Blackrock 6 October 2010 Directors’ Lunch Club Edward Beale, City Group plc and Chairman of the QCA 13 October 2010 Corporate Governance Corporate Governance Committee Fund Manager Lunch Robin West, Aviva Investors 9 November 2010 Directors’ Lunch Club TBA 10 November 2010 TBA Directors’ Lunch Club Angela Knight, British Bankers’ Association 8 December 2010 Working through the banking crisis Above: QCA President Brian Winterflood speaking Annual Events at the QCA Summer Subject Speakers Date Reception 2010 Q&A with the QCA Gervais Williams, Gartmore Investment Management; 30 June 2010 Fund Manager Seminar Marina Bond, Rathbone Investment Management; Mark Niznik, Left, from left to right: QCA Artemis Investment Management; Giles Hargreaves, CEO Tim Ward, QCA Hargreave Hale Limited; Keith Muir, Standard Life; Chairman Donald David Blackwell, The Financial Times. Stewart, Former QCA Summer Reception 30 June 2010 President Lord Strathclyde Annual Dinner Xavier Rolet, CEO of the London Stock Exchange; 23 September 2010 and LSE CEO Xavier Rolet QCA President Brian Winterflood; QCA Chairman Donald Stewart at the 2009 QCA Annual AGM 5 October 2010 Dinner

Right: Guests at the QCA Summer Reception 2010 at the top of the Gherkin

23 Programme of Events

Technical Events Subject Speakers Date Clean Tech Lunch 11 January 2010 Management Incentives Vijay Thakrar, Deloitte; Juliette Halfhead, Deloitte; Nicholas Stretch, 26 February 2010 Tax Breakfast Briefing CMS Cameron McKenna; Jared Cranney, Company Secretary, ISG plc Saving through Simple Simon Albrighton, KPMG; Simon Purkess, KPMG; 25 May 2010 Structures Steven Hacking, Eversheds iXBRL Breakfast Briefing Oil and Gas 26 May 2010 Discussion Lunch Analyst Breakfast Peter Ashworth, Charles Stanley & Co 23 June 2010 Saving through Mike Woodward, KPMG; Simon Albrighton, KPMG; 16 July 2010 Simple Structures Simon Purkess, KPMG; Steven Hacking, Eversheds iXBRL Breakfast Briefing Lobbying a Neil Stockley, Director, and Joanne Nadler, 22 July 2010 Coalition Government Associate, Bell Pottinger Corporate Governance Baroness Hogg, Chairman of the Financial Reporting Council; 2 September 2010 under the Spotlight Edward Beale, QCA Corporate Governance Committee Chairman; Frances Le Grys, Hogan Lovells International; Georgina Marshall, Aviva Investors 2009 Event Programme Subject Speakers Date Fund Managers Lunch Judith Mackenzie, Acuity Capital 22 April 2009 Non-Executive Programme 5 May 2009 Discussion Lunch Fund Manager Lunch Andy Brough, Schroder Investment Management 14 May 2009 Fund Manager Lunch Robin West, Aviva Investors 25 June 2009 Market Maker Event Winterflood Securities 7 July 2009 Fund Managers Lunch Bill Brown, Bluehone Investors 24 September 2009 Fund Managers Lunch Richard Plackett, BlackRock 14 October 2009 Fund Managers Lunch Andy Crossley, Invesco 19 November 2009 Non-Executive Programme 25 November 2009 Discussion Dinner Technical Events Subject Speakers Date Audit Committee Guide Edward Beale, QCA Corporate Governance Committee Chairman; 12 February 2009 Launch Andrew Viner, BDO LLP; Michael Higgins, Ebiquity plc; Maegen Morrison, Lovells LLP Analyst Breakfast Peter Ashworth, Head of Research at Charles Stanley & Co 4 March 2009 QCA Banking Roundtable 9 March 2009 ‘Neither a borrower nor a lender be’ Analyst Breakfast Neil Shah, Director of Research at Edison Investment 9 July 2009 Annual Events Subject Speakers Date New Members’ Lunch 18 February 2009 Finance Directors’ Dinner John Martin, Alchemy 2 June 2009 Annual Dinner Xavier Rolet, CEO of the London Stock Exchange; 16 September 2009 QCA President Lord Strathclyde; QCA Chairman Donald Stewart

REVIEW OF THE YEAR’S EVENTS YEAR’S THE OF REVIEW AGM 9 October 2009

24 QCA Members as of 30 June 2010

Addworth plc Burges Salmon Dart Group plc Advanced Medical Solutions Group PLC Davenport Lyons AEA Technology plc Capita Registrars Ltd David Venus & Company Limited Alliance Pharma plc CareTech Holdings PLC Davies Arnold Cooper LLP Allocate Software PLC Cello Group PLC Dechert Alphameric plc Centaur Media PLC Deloitte LLP Ambrian Partners Limited Chamberlain PLC Denton Wilde Sapte Apax Partners Worldwide LLP Character Group (The) PLC Development Securities PLC API Group PLC Charles Russell LLP Dialight PLC Arbuthnot Securities Ltd Charles Stanley & Co Ltd Dorsey & Whitney Aveva Group plc China Food Company PLC DRS Data & Research Services plc Aviva Investors Christie Group plc DTZ Holdings plc Avocet Mining plc City Group PLC DWF LLP Clarkson PLC Bache Commodities Ltd Clear Insurance Management Ltd Edison Investment Research Baker Tilly Cluff Gold plc Eleco plc Bank of London and The Middle East Clyde & Co Energetix Group Plc plc CMS Cameron McKenna LLP Equiniti BDO LLP Cohort plc Equity Development Ltd Bircham Dyson Bell LLP Colliers International Ernst & Young LLP Bird & Bird Concurrent Technologies plc Eversheds LLP Bloomsbury Publishing Plc Corporate Governance Limited Evolution Securities Ltd Brainjuicer Group plc Craneware PLC Execution Noble Brewin Dolphin Cropper (James) PLC Bristows Curtis, Mallet-Prevost, Colt & Mosle LLP F & C Asset Management plc Bryan Cave LLP Cyril Swett Group PLC Faegre & Benson LLP Buchanan Communications Fairfax I.S. PLC

25 BoxQCA title Members text

Continued from page 25 Farrer & Co London Stock Exchange plc Robinson plc Fasken Martineau LLP LPA Group plc Rockhopper Exploration plc Fidelity Investments Rosenblatt Solicitors FinnCap M. P. Evans Group PLC Rugby Estates Plc Forbidden Technologies PLC Maclay Murray & Spens LLP FTSE International Limited Manches Sanne Group Fuller, Smith & Turner plc Marriott Harrison Scapa Group PLC Future plc Marsh Limited Sceptre Leisure PLC Mattioli Woods plc Schroder Investment Management Gartmore Investment Management plc Mazars LLP Sepura Plc GoIndustry-DoveBid plc McGrigors LLP Seymour Pierce Limited Grant Thornton UK LLP Memery Crystal LLP Share plc Group NBT plc Mears Group plc Simcocks Trust Limited Merchant John East Securities Limited Sorbic International Ltd Halliwells Metrodome Group plc Smith & Williamson Limited Hammonds LLP Mills & Reeve Speechly Bircham LLP Harvey Nash Group PLC Mishcon De Reya Spiritel PLC Hermes Equity Ownership Services Motivcom plc Starvest plc Hewitt New Bridge Street Mount Engineering PLC Stephenson Harwood Hilton Food Group plc Surgical Innovations Group PLC Hogan Lovells International LLP Nabarro LLP Horwath Clark Whitehill LLP National Milk Records plc Tawa PLC Hunton & Williams Next Fifteen Communications Group plc The Share Option Centre / MM & K Ltd Hydrogen Group plc Nighthawk Energy PLC Trafalgar Capital Advisors Ltd Northbridge Industrial Services plc Treatt plc Ideal Shopping Direct PLC Northern Petroleum PLC IDOX PLC Norton Rose LLP Ultimate Finance Group PLC ILX Group plc UMECO plc Image Scan Holdings plc Olswang Imaginatik Oriel Securities Limited ValiRx PLC Innovision Reseach & Technology plc Osborne Clarke Victoria PLC Intec Telecom Systems plc Vitesse Media plc Intelek plc Panther Securities PLC Interior Services Group plc Personal Group holdings plc Wedlake Bell Investis Phytopharm plc Westhouse Securities Iomart Group PLC Pinsent Masons LLP Westminister Group PLC PKF (UK) LLP Winterflood Securities Ltd K & L Gates LLP PLUS Markets Group plc KBC PEEL HUNT plc Power Perfecto Xaar plc Kerman & Co Praesepe PLC KPMG LLP Pressure Technologies PLC YouGov plc PricewaterhouseCoopers LLP Lawrence Graham LLP Primary Health Properties PLC ZAI Broking Limited Lewis Silkin PSQ Analytics Zoo Digital Group PLC LiDCO Group plc Lincat Group PLC RBC Capital Markets Lipoxen PLC Rensburg Sheppards plc

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