Bright Things (UK) : shareholder information

Shareholder Information

^{This page last updated 26 June 2008}

Business description

The Group's principle activity is the development of interactive software products.

Bright Things has acquired the intellectual property for a social networking platform which is currently being developed. SocialGO will enable business and social users to create web-based communities.

Bright Things continues to operate in a new and developing market. The management have considerable experience in publishing interactive entertainment on a variety of formats including the DVD format which is still evolving as a platform for interactive games.

Bright Things' main country of operation is the UK although products are aimed at a worldwide market.

News

The latest regulatory news items issued by Bright Things can be found here.

Corporate governance statement

The board is committed to establishing and maintaining high standards of corporate governance, the process by which the Group is directed and managed, risks are identified and controlled and effective accountability assured. The Board voluntarily applies both the principles of good corporate governance and the code of best practice contained in the combined code of the Financial Services Authority as revised in July 2003 (the "code") so far as is practicable for a group of this size. The Board has also considered Higgs' review of the role and effectiveness of non-executive directors and the Smith Report on Audit Committees.

This statement is intended to describe how the Group has applied the principles of the Code. It also highlights the reasons for any areas of non-compliance with section 1 of the code.

The Board of Directors

(Directors' biographies can be found here.)

The Board comprises one non-executive director and three executive directors. The non-executive director is appointed as the Chairman of the group. The non-executive director is considered independent. All directors are required to stand for re-election at least every three years.

All members of the board are equally responsible for the management and proper stewardship of the Group. The non-executive director is independent of management and, other than described in note 19 to the accounts in the Annual Report, free from any business or other relationship with the Company or Group. The non-executive director is able to bring independent judgement to issues brought before the Board.

The Board meets throughout the year. The meeting follows a formal agenda, which includes matters specifically reserved for decisions by the Board. Prior to each board meeting directors are sent an agenda together with additional information, including financial reports, required for the meeting.

The Board also meets where necessary to approve specific decisions. The Board has delegated responsibility to two sub-committees. The audit committee and the remuneration committee. The audit and remuneration committees are chaired by the non-executive Chairman.

Directors have access to the advice and services of the Company Secretary and may take, at the Company's expense, independent professional advice.

The audit committee

The audit committee is made up of the non-executive director, Ian Livingstone and Edward Levey, and meets at least twice a year to review the financial results, the findings of the external independent auditors, internal control systems and the Group's financial accounting procedures and policies and the cost effectiveness, independence and objectivity of the external auditors.

The remuneration committee

This committee has two members, Ian Livingstone and Edward Levey, and is responsible for the remuneration of the executive directors. It advises the Board on the broad framework for executive remuneration and determines, on behalf of the Board, the individual remuneration packages. The policies they adopt along with details of directors remuneration and service contracts are included in the Remuneration report on pages 12-16 of the Annual Report. The committee meets on an ad hoc basis and has met on two occasions during the year.

The nomination committee

The directors do not consider it is appropriate for a company of this size to have a nomination committee.

Officers and advisers

Secretary and Registered Office

Edward Levey FCCA
7 Pilgrim Street
London EC4V 6LB

Company Number

Incorporated in England Registered No. 05066489

Registrars

Share Registrars Limited
Suite E - First Floor
9 Lion & Lamb Yard
Farnham
Surrey
GU9 7LL

Nominated adviser

HB Corporate
40 Marsh Wall
London E14 9TP
www.hbcorporate.co.uk

Solicitors

Faegre & Benson LLP
7 Pilgrim Street
London EC4V 6LB

Bankers

The Royal Bank of Scotland
13 Market Place
Reading
Berks RG1 2EP

PR Consultants

Brunswick Group LLP
16 Lincoln's Inn Fields
London WC2A 3ED

Auditors

BDO Stoy Hayward LLP
8 Baker Street
London W1U 3LL

Share listing

The listing for the Company's Ordinary shares is on the Alternative Investment Market on the London Stock Exchange. There are no restrictions on the transfer of Bright Things plc AIM securities. No shares are held in Treasury.

The number of 1p ordinary shares in issue at 12th February 2008 was 61,825,078, of these 27% are not in public hands.

[RTF]: Substantial shareholdings (as at 12th February 2008)