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Corporate Responsibility

Zytronic plc and its operating subsidiary Zytronic Displays Ltd, utilise the following three core values to serve as the guidelines for our conduct as an organisation and for the behaviour of our employees.

Integrity

Building relationships of mutual respect with colleagues, customers, suppliers, advisors and investors, ensuring that we conduct ourselves at all times in an open, honest and ethical manner.

Quality

Providing customer satisfaction through the continual improvement of our products, processes and the capabilities of our employees, through innovation, development and training.

 

Performance

Achieving profitable growth and increasing shareholder value through the balance of short term demands and long term strategies.

In-line with these core values Zytronic Displays Ltd operate Quality Management and Environmental Management Systems which comply with and are certified to the requirements of the BS EN ISO9001:2008 and BS EN ISO1401:2004 standards respectively.

Corporate Governance

The Board intends to comply with the principles of good governance and the recommendations of best practice as set out in the Combined Code so far as is practicable and appropriate for an AIM company of its size and, in this connection, the Board shall take into account guidance issued by the Quoted Companies Alliance.

The Board normally meets at least five times a year and is responsible for formulating, reviewing and approving strategy, budgets, significant capital expenditure and senior personnel appointments. The Board comprises a Non- Executive Chairman, two Non-Executive Directors and two Executive Directors. The Non-Executive Directors and Chairman are independent of the executive management.

The Executive Directors and the subsidiary’s senior management meet regularly to review and consider operational matters.

Following admission to AIM, the Directors established an audit committee and a remuneration committee, each of which operates within defined terms of reference. The audit committee meets at least twice a year, whilst the remuneration committee meets at least once.

Audit Committee

The audit committee’s primary responsibility is to ensure that the financial performance, position and prospects of the Company are properly monitored and reported on, and for meeting the auditors and reviewing their reports relating to accounts and internal controls. The committee comprises Tudor Davies (Chairman), Sir David Chapman and David Buffham.

Tudor Davies became Chairman of Zytronic plc on 4 March 2011, at which date he was already Chairman of the audit committee. As the only Non-Executive Director on the board with an appropriate accountancy background, the Board considers it beneficial to the Company for him to remain in that position for the time being.

Remuneration Committee

The remuneration committee’s primary responsibility is to review the performance of all Executive Directors and subsidiary Directors, and set within agreed terms of reference the scale and structure of their remuneration and the basis of their service agreements with due regard to the interests of shareholders. The remuneration committee also determines the payment of bonuses to all Executive Directors and subsidiary Directors and makes recommendations regarding share awards to employees. The committee comprises Sir David Chapman (Chairman) and David Buffham.

Nomination Committee

A nomination committee has not been established as the Board is small. The nominations process prior to Board appointment takes into account the views of all existing Board members and some advisors.

Share Dealing

In addition, the Company has adopted a dealing code for all Directors including subsidiary Directors in terms no less exacting than the Model Code for Directors’ Dealings as set out in the Listing Rules of the UK Listing Authority and will take all reasonable steps to ensure compliance by the Board and any relevant employees.

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