Statement of compliance
The directors intend to comply with the 2003 FRC Combined Code on the Principles of Good Governance and Code of Best Practice, insofar as it is practicable for a Group of Toluna size and nature. Current areas of non-compliance will be addressed as the Group grows. The Company has adopted a code of Directors' dealings appropriate for an AIM-listed company, and takes all reasonable steps to ensure compliance by Directors and employees.
Toluna plc is incorporated in England & Wales.
The Audit Committee determines the terms of engagement of the Company’s auditors and determines, in consultation with the auditors, the scope of the audit. The Audit Committee receives and reviews reports from management and the Company’s auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee has unrestricted access to and oversees the relationship with the Group’s auditors.
The Remuneration Committee reviews the scale and structure of the executive Directors’ and senior employees’ remuneration and the terms of their service or employment contracts, including share option schemes and other bonus arrangements. The remuneration and terms and conditions of the non-executive directors are set by the entire Board. No Director or manager of the Company may participate in any meeting at which discussion or any decision regarding his own remuneration takes place. The Remuneration Committee also administers the Share Option Scheme.



