I've only taken a small interest because we have obtained Mr. Foulkes at HCEG .
The comments on management being paid have always been a thorn in my ...as there has always been more than one way to "Skin a Cat" . This appears to be the norm everywhere . The following comes from your 2005 Annual Report released 29/06/2006 :
"The Board considers that two of the Non-Executives are independent of management (Mr M Miller and Mr A Clark). Two of the Non-Executive Directors provide consultancy services relating to corporate development for which they are rewarded on a time spent basis. Mr I A Craig, the Non-Executive Chairman, is a Senior Partner at Halliwells LLP, Solicitors, which provides legal services to the Group. Mr D R Marvin provided consultancy services to the Group through Cairn Associates during the year in connection with the research collaboration with Boehringer Ingelheim. The Executive Directors rely upon the advice tendered by the Non-Executive Directors, particularly in connection with technical and legal issues."
25 Related Party Transactions
The Group has the following related party transactions to disclose for the financial year:
Halliwells LLP
I A Craig is the senior partner of Halliwells LLP. The Group engaged the services of Halliwells LLP for the provision of professional legal services. Tepnel was
invoiced £18,949 by Halliwells LLP during the period (2004: £100,000) of which £8,737 was outstanding at 31 December 2005 (2004: £89,000)
Cairn Associates Incorporated
D R Marvin is President and CEO of Cairn Associates Incorporated. The Group engaged the services of Cairn Associates for the provision of consultancy
services. Tepnel was invoiced £55,303 by Cairn Associates during the period (2004: £124,000). The total outstanding to Cairn Associates Incorporated at
31 December 2005 was £2,126 (2004: £72,000). Mr D R Marvin is Chairman of the Group’s Audit Committee.
Stark Brooks Associates Limited
During the year the Group used the services of Stark Brooks Associates Limited for the recruitment of qualified and part qualified accounts personnel and
sales professionals. Fees payable on an arms length commercial basis, during the year, amounted to £24,019 (2004: £9,000). The total outstanding at
31 December 2005 was £9,283 (2004: £nil). Stark Brooks Associates Limited is controlled by Mrs S J Ffoulkes-Davies, wife of former Finance Director
Mr G P Ffoulkes-Davies.
B Matzilevich
During 2004, B Matzilevich purchased 4,910,000 shares in a share placing for a consideration of £277,415. During the year, B Matzilevich entered into a
financial arrangement with the Company to repay the loan by August 2008 and that outstanding amounts will be charged interest at 5%. During 2005 interest
has been charged on this unpaid share capital of £15,277 and payments against all the interest charged and unpaid share capital of £28,108 were received
from B Matzilevich during the year. The maximum amount outstanding during the year was £292,692 due to the interest charged.
A total of £264,584 was outstanding at year end with respect to this transaction (2004: £277,415). The total outstanding at 31 December 2005 is £314,584
(2004: £327,415) the additional £50,000 is offset by an amount due to B Matzilevich from the Company at the year end of £50,000 in relation to accrued
pension contributions (2004: £100,000).
G P Ffoulkes-Davies
During 2004, G P Ffoulkes-Davies purchased 3,000,000 shares in a share placing for a consideration of £169,500. During the year, G P Ffoulkes-Davies
entered into a financial arrangement with the Company to repay the loan by August 2008 and that outstanding amounts will be charged interest at 5%. During
2005 interest has been charged on this unpaid share capital of £8,390 and payments against the interest and unpaid share capital of £35,000 were received
during the year. The maximum amount outstanding during the year was £174,260 due to the interest charged.
A total of £142,890, in respect of the unpaid share capital, was outstanding at year end with respect to this transaction (2004: £169,500). There is an amount
due of £nil in respect of accrued pension contributions (2004: £35,000).
D R Marvin
During 2004, D R Marvin purchased 490,000 shares in a share placing for a consideration of £27,685 and this was outstanding at 31 December 2004. This
amount was paid on 21 March 2005 by deducting amounts owed to Cairn Associates Incorporated as noted above. The maximum outstanding during the
year was £27,685.
I A Craig
During 2004, I A Craig purchased 350,000 shares in a share placing for a consideration of £19,775 and this was outstanding at 31 December 2004. This
amount was paid on 23 June 2005. There is an amount due at 31 December 2005 from I A Craig of £20,000 (2004: £20,000) which is offset by an amount
due to I A Craig from the Company of £20,000 in relation to accrued remuneration (2004: £20,000). The maximum outstanding during the year was £39,775.
A Clark
During 2005, A Clark provided consultancy services to the Group. The fees paid to A Clark in respect of these services totalled £6,571.