CORPORATE GOVERNANCE

The Directors of PowerHouse Energy Group plc support high standards of corporate governance and have adopted procedures which the Directors believe demonstrate good corporate governance for the size of the Company

In addition, the Company intends to comply with the principles of the Corporate Governance Guidelines for AIM Companies published by the Quoted Companies Alliance, so far as it is practical for a Company of its size. The Directors recognise the importance of adhering to sound corporate governance and, in order to ensure adherence to the relevant rules and regulations, have established an Audit Committee, a Remuneration Committee and an AIM Compliance Committee.

The Board consists of four directors, three of whom are non-executive Directors. The Company holds monthly Board meetings, at which time financial and other reports are considered and, where appropriate, voted on. Additional meetings are arranged when necessary to review strategy, planning, operational and financial performance, risk and capital expenditure.

Committees

The company has established an Audit Committee, an AIM Compliance Committee and a Remuneration Committee with formally delegated duties and responsibilities.

Audit Committee

The duties of the Audit Committee include reviewing, in draft form, the Company’s annual and half-yearly report and accounts and providing advice to the board. Members of the Audit Committee are also responsible for reviewing and supervising the financial reporting process and internal control systems of PowerHouse Energy Group plc.

Remuneration Committee

The Remuneration Committee is responsible for reviewing the scale and structure of the executive directors’ remuneration and the terms of their service contracts with the Company, including share option schemes and any bonus arrangements. The terms and conditions of the arrangements, including remuneration, with non-executive directors are set by the entire Board of PowerHouse Energy Group plc.

AIM Compliance Committee

The AIM Compliance Committee has the primary responsibility for ensuring procedures, resources and controls are in place to enable compliance with the AIM Rules for Companies, in particular concerning the disclosure of information. The AIM Compliance Committee works closely with the Board to ensure that it consults with the Company’s Nominated Adviser on an ongoing basis.