Corporate Governance Overview

Corporate Governance Guidelines

Velti is committed to high standards of corporate governance. Velti 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 two executive directors, four independent non-executive directors, and two observers. The executive directors are the Chief Executive Officer and the Chief Operating Officer, both 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 P. Negroponte, founder of Media Lab, has been an “angel investor” in over 40 start-ups. David W. Mann has served as Chief Executive and then Deputy Chairman to Logica plc and numerous other companies quoted in AIM. David C.D. Hobley has spent more than 35 years in investment banking, while Jerry Goldstein has over 32 years of investment banking experience. Wilson W. Cheung and Menelaos Scouloudis are observers 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 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 C.D. Hobley, and Nicholas P. 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 P. Negroponte
David W. Mann
David C.D. Hobley
Jerry Goldstein
Member Chairman

The Audit Committee comprises three non-executive directors; namely, David C.D. 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 review the financial information to be furnished to shareholders and other external groups, assess the internal control mechanisms that executive directors and the Board have put in place, appoint, retain, and monitor the work of independent accountants, and 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.