Corporate Governance and AIM Disclosure, Coms plc (LSE:COMS.L)

Corporate Governance and Disclosure

The Directors of Coms adhere to the highest standards of corporate governance, including the city Combined Code on Corporate Governance and the London Stock Exchange AIM rules.

The information disclosed on this page is to specifically ensure compliance with rule 26 of the AIM rules.

Business Description

Coms.com was founded by Jason Drummond in 2000 with the vision of using the Internet to carry and deliver voice telephone calls. Voice over IP (VoIP) is changing the way consumers and businesses make and receive their telephone calls. Coms offers a low-cost VoIP service that can be combined with services provided by broadband Internet suppliers to make and receive telephone calls. It is the Directors belief that the migration to the use of Internet Protocol to transmit voice messages will continue, with voice calls to the Internet allowing the calling parties to bypass the Public Switched Telephone Network (PSTN).

Coms plc

Their principle trading activities are based in the United Kingdom; however the Coms plc customer base is global.
      Registered in England Wales:
      05332126

      Registered Office:
      Coms plc
      Finsgate
      5-7 Cranwood Street
      London EC1V 9EE

Board of directors (profiles):

» Jason Drummond (aged 40), Executive Chairman
As Chairman, Jason guides the Company strategy and works with the board to set and monitor strategic goals and targets for the business.

» Richard Antony Bennett, Corporate Development Officer
As Corporate Development Officer, Richard is responsible for corporate strategy, mergers and acquisitions (M&A), fundraising and Investor Relations.

» Andrew Nicholas Branson (aged 50), Chief Financial Officer
As Chief Financial Officer, Andrew has overall responsibility for financial management and financial reporting of the Company.

» Justin Drummond, Non-Executive Director
As a non-executive director, Justin is responsible for ensuring corporate governance and compliance and serves on specified board committees.

Board Committees

Audit committee
The audit committee is charged with making recommendations to the Board on the appointment of auditors and the audit fee, for reviewing the conduct and control of the annual audit and for reviewing the operation of the internal financial controls. It also has responsibility for reviewing financial statements prior to publication.

The members of the Audit Committee are:
» Jason Drummond
» Justin Drummond

Remuneration Committee
The remuneration committee reviews the performance of the executive directors, sets the scale and structure of their remuneration and the basis of their service agreements with due regard to the interests of shareholders and reviews and approves any proposed bonus entitlement. It will also determine the allocation of share options to employees.

The members of the Remuneration Committee are:
» Jason Drummond
» Justin Drummond

The Company Secretary of the Company attends the meetings of the Remuneration Committee as secretary to the Remuneration Committee.

Nominated Adviser and Key Advisors

Nomad
Dowgate Capital Advisers Limited
46 Worship Street
London
EC2A 2EA

Broker
Alexander David Securities Limited
10 Finsbury Square
London
EC2A 1AD

Accountants
Jeffreys Henry LLP
Finsgate, 5-7
Cranwood Street, London EC1V 9EE

Solicitors
Bond Pearce LLP
39-49 Commercial Road Southampton
Hampshire SO15 1GA

Registrar
Share Registrars Limited
Craven House
West Street
Farnham
Surrey GU9 7EN

Investor Relations
Richard Bennett
Coms plc
46 Cannon Street
London, EC4N 6JJ

Subsidiary Companies

The following companies are wholly owned operating subsidiaries of Coms plc. Their principle trading activities are based in the United Kingdom; however their customer base is global.

Coms Ltd (www.coms.com)
Registered in England Wales: 04913480
Registered Office:
39-49 Commercial Road
Southampton
Hampshire SO15 1GA

Superline Telecommunications Ltd (www.superline.co.uk / www.callunion.com )
Registered in England Wales: 03945384
Registered Office:
39-49 Commercial Road
Southampton
Hampshire SO15 1GA

ExchangeXT Ltd (www.exchangext.com)
Registered in England Wales: 04408551
Registered Office:
39-49 Commercial Road
Southampton
Hampshire SO15 1GA

VCOMM (UK) Limited (www.vcomm.co.uk)
Registered in England Wales: 04408551
Registered Office:
39-49 Commercial Road
Southampton
Hampshire SO15 1GA

Share Capital

Share Trading
The Company’s shares are traded only on the London Stock Exchange Alternative Investment Market (AIM) and on no other exchange or trading platform.

Symbol: AIM:COMS.L

ISIN: GB00B3CDXQ41

Trading System: SEAQ

Shares in Issue
The Company currently has 36,393,832 Ordinary Shares of 1p each in issue, each share carrying the right to one vote.

There are no shares held in treasury.

Directors' Interests

Director	Number of Ordinary Shares Held	Percentage of Issued Ordinary Shares
Jason Drummond *	16,259,041	44.70%
Justin Drummond *	1,742,230	4.79%
Andrew Branson *	410,000	1.13%%
Richard Bennett *	35,000	1.13%

The number of securities not in public hands		54.95%

Significant Shareholders

As at 23 September 2009, the following interests in 3% or more of the issued share capital appear in the registrar maintained under the provision of section 211 of the Companies Act 1985.

Director	Number of Ordinary Shares Held	Percentage of Issued Ordinary Shares
Jason Drummond	16,269,041	44.07%
Richard Griffiths	3,481,334	9.57%
Justin Drummond	1,742,230	4.79%
Jonathan Cole	1,162,682	3.19%