TradeLabs Plc

March 30, 2010 02:00 ET

Tradelabs PLC Statement of corporate governance

30/03/2010    JE00B3FMYW12


TradeLabs PLC ("TradeLabs" or the "Company") the innovative Algorithmic trading company and developer of Algorithmic
betting products for Land based casino`s, Mobile gaming and Internet Gaming, is pleased to announce the following:-

Statement of Corporate Governance

The Board of Directors ("Board") of TradeLabs PLC ("TradeLabs" or the "Company") has always upheld a high standard of 
corporate governance to safeguard the interests of all stakeholders, which include customers, shareholders, employees, 
and the community.

The Board is fully dedicated to ensuring that the structure and procedures to Support excellent corporate conduct will 
continue to exist, not only in their present form, but will continually be enhanced and fortified.

This statement sets out the commitment of the Board towards good corporate governance principles and the extent to 
which it has complied with the best practices.

The Board of Directors

The Board
Tradelabs is led and managed by an experienced Board comprising a mix of members with a wide range of experience and 
expertise in the relevant fields such as accounting, economics and management, sustainable development, business and 
banking. With their broad range of skills, experience and knowledge, they successfully direct and supervise Tradelabs 
Group's ("the Group") business activities.

As a team, the Board brings to bear independent and sound judgment on Issues encompassing strategy, performance, 
resources and standards of Conduct. The roles and functions of the Board as well as the differing roles of Executive 
Directors and Non-Executive Directors have been clearly defined.

Board Composition
The Board has five (5) directors comprising two (2) Executive member and Three (3) Non-Executive members, one (1) of 
whom is independent.

The Independent Non-Executive Directors are independent of management and free from any business relationships which 
could materially interfere with the exercise of their independent judgment.

They play an important role in:

- Ensuring that the strategies proposed by the Management are analyzed and deliberated.
- Representing the interests of not only the minority shareholders, but also of employees,   customers, suppliers and 
other stakeholders.
- Providing an objective and independent view to the Board.

Roles of Chairman and Managing Director
The roles of the Non-Independent Non-Executive Director and Chairman, Naranjan Naidoo and the Chief executive officer 
Niraj Goel are separate with clear distinction of responsibilities between them.

The Chairman is responsible in ensuring the integrity and effectiveness of the relationship between Directors. The CEO 
is responsible for the implementation of broad policies approved by the board and is obliged to report and discuss at 
board meetings all material matters currently or potentially affecting the Group and its performance, including all 
strategic projects and regulatory developments.

Conflict of Interest
The Directors have a continuing responsibility to determine whether they have a potential or actual conflict of 
interest in relation to any matter, which comes before the Board. The Company and the Group have adopted a process 
whereby each Director is required to make written declarations whether they have any interest in transactions tabled 
at regular board meetings of the Group.

Board Appointment Process
The Company has in place formal and transparent procedures for the appointment of new Directors. These procedures 
ensure that all nominees to the Board are first considered by the Nominations and Remuneration Committee taking into 
account the required mix of skills and experience and other qualities, before making a recommendation to the Board and 
major shareholders.

Corporate Governance

The Directors recognize the value and importance of high standards of corporate governance and intend, having regard 
to the Company's size and the constitution of the Board, to comply with the main provisions of the Combined Code. 

Board Committees

The Board has established an Audit Committee, a Remuneration Committee and a Nomination Committee with formally 
delegated responsibilities.

The Audit Committee is chaired by Niraj Goel. Its other member is Kamal Jeet cheema. The Audit Committee has primary 
responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the 
Company is properly measured and reported on. It receives and reviews reports from the Company's management and 
auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout 
the Group.

The Remuneration Committee is chaired by Dr Binu Abraham. Its other member is His Excellency Paul kouch. The 
Remuneration Committee reviews the performance of the Executive Directors and makes recommendations to the Board on 
matters relating to their remuneration and terms of employment. The Remuneration Committee also makes recommendations 
to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option 
scheme or equity incentive scheme in operation from time to time. The remuneration and terms and conditions of 
appointment of the non-executive directors of the Company will be set by the Board.

The Nomination Committee is chaired by Niraj Goel. Its other member is His Excellency Paul Kouch. The Nomination 
Committee is responsible for ensuring that the Board has a formal and transparent appointment procedure and has 
primary responsibility for reviewing the balance and effectiveness of the Board and identifying the skills needed on 
the Board and those individuals who might best provide them.

The Directors intend to comply, and procure compliance with, Rule 21 of the AIM Rules for Companies relating to 
dealings by directors and other applicable employees in the Company's securities and, to this end, the Company has 
adopted an appropriate share dealing code.

Access to Information and Advice
The Board recognizes that the decision making process is highly dependent on the reliability and completeness of 
information furnished to it. As such, the Board members have full and unrestricted access to information on the 
Group's business and affairs, whether as a full Board or in their individual capacity, in discharging their duties. 
The Board receives timely advice on all relevant information about the Group.
Prior to Board meetings, the Directors receive the agenda and a full set of Board papers containing information 
relevant to the matters to be deliberated at the meeting.
The Board papers are comprehensive and encompass both quantitative and qualitative factors to facilitate prudent and 
informed decision making. The minutes of the previous Board meeting are also circulated to the Directors and confirmed 
at each meeting. Minutes of the Board Meetings are maintained at the Registered Office of the Company.
All Directors also have full access to the advice and service of the Company Secretaries in the course of their 
duties. The Company Secretaries are responsible for ensuring that Board meeting procedures are adhered to at all times 
and that applicable rules and regulations are complied with. Where necessary, the Directors may obtain independent 
professional advice at the Company's expense on specific issues to enable the Board to Discharge their duties on the 
matters being deliberated.

Board Committees

The Board has delegated specific responsibilities to three (3) committees i.e. Audit Committee, Nominations Committee 
and Remuneration Committee. These Committees have clearly defined terms of reference to assist and support the Board 
in its responsibility to oversee the Company?s operations and to make the necessary recommendations relating thereto 
for the Boards' consideration. At all times, the ultimate responsibility for the final decision on all matters, lies 
with the Board.

Annual Report and Annual General Meeting

The annual report is the key channel of communication with shareholders and investors which incorporates comprehensive 
and sufficient details about financial results and activities of the Group throughout the year. As part of cost-saving 
initiatives and in  support of the government's effort to increase IT awareness among members of the public, the Group 
has initiated the dispatch of annual reports in electronic form ("CD") to shareholders. A summary of financial data, 
notice of AGM and other information is distributed together with the CD to shareholders. Shareholders may also request
for  printed copies of the complete annual report in English. The Annual Report will also be made available on the Company's website.

The AGM is the principal forum for dialogue and interaction between the shareholders and the Board of Directors and 
senior management. At the AGM, shareholders are briefed of the Group's financial performance and significant 
operational developments for the financial year as well as the strategy and outlook for the Group. Shareholders' 
participation is highly encouraged through the question and answer session on the Group's financial and operational 

A press conference is held immediately after the AGM where the Chairman and CEO are present to clarify and explain 
issues raised by the media. It is the Company's policy to promote interaction with its shareholders in order to give 
the shareholders a fuller understanding of the Group?s affairs.

Investors Relations
Another important avenue of communication with the shareholders and investment community is through the investor 
relations activities. The Board recognizes and acknowledges the importance of developing and maintaining regular 
contacts with the investment analysts, institutional investors and also potential investors to disseminate timely and 
relevant information. This is carried out through on-going external communications including meetings, discussions, 
emails and phone calls to provide an update of the Group's performance and strategies as well as exchange of 
information concerning the Company.

Website Information
The Group's website, is an excellent medium of communication and source of information to 
shareholders and the general public by providing Comprehensive and up-to-date information on Tradelabs PLC and all its 
subsidiaries. The website is being updated regularly to include all relevant financial and operational information on 
a timely basis.

Accountability and Audit

In presenting the annual financial statements and announcement of the quarterly financial results to the shareholders, 
the Board aims to present a balanced and comprehensible assessment of the Group's position and prospects. The Board is 
assisted by the Audit Committee to oversee the Group's financial reporting processes and the quality of its financial 

Relationship with the Auditors
An appropriate relationship is maintained with the Company's Auditors through the Audit Committee and the Board of 
Directors. The Audit Committee has been explicitly accorded the power to communicate directly with both the external 
and internal auditors.
The Audit Committee meets with the external and internal auditors to discuss the audit plan, annual financial 
statements and their audit findings. The Audit Committee maintains a formal yet open and transparent relationship with 
the external auditors and is at liberty to request for a meeting at their discretion. 

Share Buy-Backs
There was no share buy-backs during the period ended 31 December 2009.

American Depository Receipt ("AD R") or Global Depository Receipt ("GDR")
The Company has not sponsored any ADR or GDR programme for the period ended 31 December 2009.

Variation in Results
The Company did not issue any profit forecast for the period September 2009. As such, no commentary is made on 
variation in results.

Profit Guarantee
The Company did not issue any profit guarantee for the period ended 31 December 2009.

Revaluation Policy
The Company is in the process of a revaluation exercise of Algorithms.


The Directors of TradeLabs PLC accept responsibility for the contents of this announcement.
CONTACT details

CEO:                                     Tel: +65 8363 5566
Niraj Goel                             

Investor Relations at the Company:
Yana Slatina                             Tel: + 65 9372 7605

Notes to Editors:

TradeLabs PLC admitted to trading on PLUS on 9th January 2009.  The business was incorporated on 27 August 2008, as a 
technology-based business which owns and exploits fully automated trading software for Futures trading and an 
international designer developer and licensor of software to the online and Land based gaming industry. 

TradeLabs Plc

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