Clarity Commerce Solutions

Please click on the link below for biographical details of Clarity's current directors

• Board of Directors (last updated: 4 July 2011)

Please click on the link below for a description of Clarity's business

• About Clarity (last updated: 4 July 2011)

Clarity Commerce Solutions plc is incorporated in England and Wales under the Companies Act 1985 with registered number 03914814. England is the main country of operation.

Please click on the link below for Clarity's Articles of Association

• Articles of Association PDF (935 KB) (last updated: 15 October 2009)

Please click on the link below for details of Clarity's nominated advisor and other key advisors

• Advisors (last updated: 4 July 2011)

Please click on the link below to access notifications made by Clarity in the past 12 months

• News

Please click on the links below to access circulars or similar documents sent by Clarity in the past 12 months

• Notice of AGM and Proxy Form PDF (231 KB) (last updated: 30 August 2011)

Please click on the links below to access Clarity's admission documents

• Prospectus PDF (279 KB) (last updated: 15 October 2001)
  • 4 for 11 Rights Issue of 3,434,904 New Ordinary Shares at 75 pence per share underwritten by Williams de Broë Plc
  • Acquisition of the whole of the issued share capital of Flex Systems Limited
• Prospectus PDF (193 KB) (last updated: 19 July 2000)
  • Admission to trade on the Alternative Investment Market of the London Stock Exchange plc ("AIM")
  • Placing of 2,200,000 ordinary shares of 25p each at 125p per share by Williams de Broë Plc

Please click on the link below for Clarity's annual and interim reports

• Annual Reports (last updated: 30 August 2011)

Please see below a description of the responsibilites of Clarity's current directors and board committees (last updated: 3 August 2010)

Statement of Corporate Governance

The Board of Directors

The Board of Directors is responsible for overseeing the strategic direction of the Company, monitoring the performance of the Company's assets and assessing opportunities for and risks affecting the Company's business and assessing means to effectively deal with the same. The Board is also responsible for monitoring the activities of the executive management.

In addition to those matters which must be approved by the Board of Directors by law, significant business activities and actions proposed to be taken by the Company are subject to Board approval.

Annual capital and operating budgets and significant changes thereto, long range plans, major changes in the organisational structure of the Company, annual and interim financial statements, acquisition and disposal transactions, financing transactions involving the issuance of shares, debt securities and the like, major banking transactions, long term contracts with significant cumulative financial commitments, appointment of senior executive officers, benefit plans, stock option plans, issuance of stock options and succession plans are all subject to Board approval or, where appropriate, a duly authorised committee of the Directors.

Committees

The Board currently has three committees, the Audit Committee, the Remuneration Committee and the Nominations Committee.

Audit

The audit committee is composed of Messrs. David Bennett (Chairman) and Sir Colin Chandler. The Committee meets at least twice a year and the purpose of the Committee is to assist the Board in fulfilling its oversight responsibilities relating to the financial accounting and reporting process, its audit process, disclosure process and internal controls of the Company. The primary duties and responsibilities of the Committee are to review the annual and interim financial statements of the Company and report thereon to the Board for approval; conduct such reviews and discussions with management and the independent auditors of the Company relating to the audit and financial reporting as deemed appropriate by the Committee; review and approve the terms of engagement of the Group's auditors and, in consultation with the auditors, the scope of the audit and monitor the independence and performance of the independent auditors.

Remuneration

The Remuneration Committee is composed of Messrs. Sir Colin Chandler (Chairman) and David Bennett. The Remuneration Committee meets as required during the year to review the performance of the executive directors and set the scale and structure of their remuneration and compensation packages, taking into account time commitment, comparative fees, risks and responsibilities, to ensure that the amount of compensation adequately reflects the responsibilities and risks of being a director and make adjustments as deemed necessary.

Nominations

The Nominations Committee is composed of Messrs. Sir Colin Chandler (Chairman) and David Bennett. The Nominations Committee meets as required during the year and is responsible for nominating prospective Directors for the approval of the Board.

Clarity's issued share capital currently stands at 41,427,314 ordinary shares.

Clarity Commerce Solution plc is aware of the following interests of 3% or more in the issued share capital of the Company notifiable as at 13 September 2011.

In accordance with the AIM Rule 26, in so far as the Company is aware, the percentage of the Company's issued share capital that is not in public hands is 31.4%.