Comunidades

Internal control and risk management

The Board attaches considerable importance to the Group’s systems of internal control and risk management by establishing a continuous process for identifying, evaluating and managing the significant risks which the Company and Group face.

During 2014 the exposures to risk, including the changing regulatory environments within the industry were closely monitored by the Group. A summary of the key risks facing the business is set out in the section “Business Risks” on pages 17 to 20.

During 2014, the Internal Audit function was outsourced to Raymond Chabot Grant Thornton in Canada. At each Audit Committee meeting, they report on any matters that have arisen and for which the Committee should review. The Board is satisfied that the outsourcing of the Internal Audit Function ensures that sufficient controls for managing risks are in place in line with the Code. Risk management covers operations, security, compliance, finance and strategy. The Audit Committee, acting on behalf of the Board, monitors these areas closely with regular input from Executive management, and applicable matters are reviewed at meetings of the Audit Committee.

Internal controls are designed to manage rather than eliminate the risk of failure to achieve business objectives, and the Board recognises that any system can only provide reasonable and not absolute assurance against material misstatement or loss.

The Group also operates an accounting and budgeting system, which is reported and analysed on a monthly basis. Variances between budget and actual results are analysed thoroughly to ensure that any material differences are investigated appropriately.

During 2014, the Company reviewed and updated its share dealing code and this was approved by the Board. The Company’s share dealing code is based on the Model Code for dealings in securities of the Company by “relevant employees” of the Group, and Directors of the Company or Group companies. The Directors will also continue to comply with Rule 21 of the AIM Rules relating to Directors’ dealings and will take all reasonable steps to ensure compliance by the Group and the Group’s relevant employees.

Relations with Shareholders

The Company is strongly committed to good investor communications and seeks to build and maintain good relationships with both its institutional and private investors. The Company values the views of shareholders and recognises their interests in the Group’s strategy and performance. The CEO and the CFO, assisted by the Head of Investor Relations, meet with institutional shareholders on a regular basis and make themselves available for calls as appropriate. There have been regular dialogues with shareholders during the year.

The Company holds briefings with institutional fund managers, analysts and other investors, primarily following the announcement of interim and final results, as well as at other times during the year as may be appropriate. The Company’s programme of investor relations activities is designed to ensure that the investing community receives a balanced and consistent view of the Group’s performance. Care is taken to ensure that any price sensitive information is released to all shareholders at the same time in accordance with FCA requirements.

The Company also uses the Annual General Meeting as an opportunity to communicate with its shareholders. All Directors are expected to attend the Annual General Meeting and the Chairmen of the Audit, Remuneration and Nominations Committees are also available to answer shareholders’ questions. Notice of the date of the 2015 Annual General Meeting is included with this report. Separate resolutions on each substantially separate issue, in particular any proposal relating to the Annual Report and Accounts, will be made at the Annual General Meeting.

Communication is also provided through the Annual Report and the Interim Report and the investor relations area on the Company’s website (www.optimalpayments.com). The Group’s corporate website provides information as required by Rule 26 of the AIM Rules in addition to general corporate and investor information.

All material public and regulatory announcements are reviewed by the Board and the Company’s nominated adviser prior to release and publication. The Board receives reports from the Company’s broker twice a year that communicate feedback from institutional shareholders. The Board reviews analyst and press coverage of the Company regularly at Board meetings, and receives reports twice a year from its financial public relations adviser regarding the views of analysts.

The Group also maintains a portal for UK-based shareholders that provides an online record of shareholdings and shareholder details. Further information is set out at the end of the Annual Report.

Enquiries from shareholders are always welcome and can be directed to Jessica Stalley, Head of Investor Relations, at the following email address: [email protected] or by telephone to +44 20 7182 1707.

Financial Statements 40 - 79 Company Information 80 - 82

Remuneration Committee Membership

Meetings Attended

Name Position (out of a possible 8)

Ian Jenks2,3 _{Chairman 1/1}

Andrew Dark2 _{Member 1/1}

Ian Francis Member 8/8

Brahm Gelfand2 _{Member 1/1}

Stephen Shaper1 _{Member 6/6}

John Bateson2 _{Member 7/7}

Jonathan Comerford2,3 _{Member 7/7}

1 Stephen Shaper became a member of the Committee on 5 February 2014.

2 John Bateson and Jonathan Comerford stepped down as members of the Committee and Andrew Dark, Brahm Gelfand and Ian Jenks were appointed as members in their stead on 30 July 2014. 3 Jonathan Comerford was Chairman of the Committee until he stood down on 30 July 2014. Thereafter, Ian Jenks assumed the Chair.

The Company Secretary is Secretary to the Remuneration Committee and attends its meetings. Meetings

The Executive Directors and other senior executives of the Group may be invited to attend meetings of the Remuneration Committee so as to advise the Remuneration Committee members, to discuss the performance of senior staff, and to make proposals as necessary. Professional advisers and other persons with relevant experience may also be invited to attend except for deliberations relating to that person’s remuneration if applicable. New Bridge Street act as the Company’s remuneration advisers.

Pursuant to its Terms of Reference, the Remuneration Committee is scheduled to meet at least twice annually. In 2014, the Committee met on eight occasions.

Terms of reference

A copy of the Board approved Terms of Reference of the Remuneration Committee can be obtained upon request from the Company Secretary and is also available on the Company’s corporate website.

The Remuneration Committee is advisory in nature to the Board and makes recommendations to the Board in accordance with the Corporate Governance Code. No Director plays a part in any discussion about his own remuneration.

Governance

Appropriate specialist advice is taken where necessary, bearing in mind the cross-jurisdictional operations of the Group. Employment arrangements

In accordance with its remit, the Committee determines the terms and conditions of service of the Group’s senior staff and Executive Directors which includes the determination of appropriate salaries, bonuses, share options, pension and long term incentive arrangements and all other relevant terms and conditions of service, as well as termination arrangements, which are prudently designed to attract, motivate and retain staff of the high calibre needed to maintain the Group’s position and to reward them for enhancing value to shareholders.

The remuneration and terms and conditions of the Non-Executive Directors are determined by the Board with due regard to the interests of shareholders and the performance of the Group. No Executive or Non-Executive Director plays any part in the discussion or approval of his own remuneration. Components of remuneration of Executive Directors

Base Salary

The base salary recognises the day-to-day responsibilities of the individual director. It is set following consideration of compensation data for comparable businesses as well as individual experience and performance.

Pension

The Group does not operate a pension plan for Executive Directors. Keith Butcher participates in the UK pension scheme, where the employer contribution is 5% of base salary. Joel Leonoff does not receive any pension contributions.