Corporate Governance Overview

Corporate Governance Guidelines

VELTI is committed to high standards of Corporate Governance. It has put in place internal processes, procedures and control mechanisms to ensure that the company is prudently managed in accordance with best practices and with a clear orientation toward maximizing shareholders’ wealth. By applying these Corporate Governance principles, Velti aims to build trust and confidence between its shareholder base and management.

Composition and Operation of the Board

The Board currently comprises of three executive directors, four independent non-executive directors and an observer. The executive directors are the Chief Executive Officer, the Chief Operating Officer and the Vice President of Sales, all of whom play significant roles in the day-to-day management of the business.

The non-executive directors are independent and provide the Board with substantial business and public company experience. Professor Nicholas Negroponte, founder of Media Lab, has been an “angel investor” in over 40 start-ups. David Mann has served as Chief Executive and then Deputy Chairman to Logica plc and numerous other companies quoted in AIM. David Hobley has spent more than 35 years in investment banking, while Jerry Goldstein has over 32 years of investment banking experience. Wilson Cheung is an observer to the board.

The Board is responsible for formulating strategy, corporate and capital structure, financial reporting and auditing, external communication, Board appointments, remuneration policy maintenance of high standards of corporate governance and for ensuring that the executive directors discharge their responsibilities in line with the best interests of shareholders. This role includes ensuring that the necessary internal control mechanisms are in place to identify business, financial and operating risks and developing adequate structures and policies to mitigate those risks.

The Board has delegated day-to-day responsibility for managing the business to the Executive Committee and has established several other committees, details of which are set out below, to safeguard quality and transparency of the operations and affairs of the Company.

The Board meets formally once a month to monitor trading performance, ensure adequate funding, examine business opportunities and review operating and financial reports. Prior to each meeting, all the directors receive comprehensive information to enable them to discharge their duties.

The Board members principally responsible for communication with shareholders are the Chairman, Chief Executive Officer and Chief Financial Officer, although all directors are willing to engage in dialogue with major shareholders at any time. The Board bears the ultimate responsibility of reviewing and approving the accounts and the accounting reports, and for ensuring that these provide a true and fair view of VELTI’s position.

Remuneration Committee

The Remuneration Committee comprises three non-executive directors namely, David W. Mann (Chairman of the Committee), David Hobley and Nicholas Negroponte. The Remuneration Committee meets at least twice a year and is responsible for setting the Company’s remuneration policy for executive directors and senior management. The main objective of the remuneration policy is to attract, develop, retain and compensate top talent in alignment with corporate objectives. The Committee makes recommendations to the Board concerning the Company’s options and bonus plan.

Audit Committee

Committees	Remuneration	Audit	Nominating & Governance
Nicholas Negroponte
David Mann
David Hobley
Jerry Goldstein
Member Chairman

The Audit Committee comprises three non-executive directors namely, David Hobley (Chairman of the Committee), David W. Mann and Jerry Goldstein.

The purposes of the Audit Committee, which meets six times a year, are to a) review the financial information to be furnished to shareholders and other external groups, b) assess the internal control mechanisms that executive directors and the Board have put in place, c) appoint, retain and monitor the work of independent accountants and d) oversee the Company's accounting, treasury and financial reporting functions and the audit of its financial statements.

The Nominating and Governance Committee's role is to determine the slate of director nominees for election to the Company's Board of Directors, to identify and recommend candidates to fill vacancies occurring between annual shareholder meetings, to review, evaluate and recommend changes to the Company's Corporate Governance Guidelines, and to review the Company's policies and programs that relate to matters of corporate citizenship, including public issues of significance to the Company and its stakeholders.