Director's Responsibilities

The Directors are responsible for the corporate governance of the Company. In July 2005, the Quoted Company Alliance guidleines ("QCA") were published, which set a minimum standard of corporate governanace for all AIM companies. Where possible the Directors apply the QCA, the principles of good corporate governance and the cost of best practice set out in the Combines Code, having regard to the size and nature of the Company.

The Board

The Board of the Company comprises Clyde Heintzelman (Chairman), Michael Robinson (Chief Executive Officer), Jose David (Chief Financial Officer), Steward Davies (Non-executive Director), and John Cunningham (Non-executive Director). Their biographies are set out on page 11 of the Annual Report for the year ended 31 March 2007. The Chairman sets the agenda and conducts the meetings. The Board meets formally twelve times a year and the Non-executives Directors can attend all meetings. In the year all Directores attended every meeting. The Board has a formal schedule of matters reserved to it for decision. Prior to a fiscal year end the Board adopts the financial plan that encompasses the strategic direction for the Company. At each Board meeting, the Board has available the monthly performance report for the Company and the Board monitors these results against the budget and makes adjustments to the strategy and plan as needed. Major developments are communicated to all Board members if they occur between regular meetings and if the Chief Executive Officer and/or Chairman feels it is warranted.

All Directors have access to the Company Secretary and all Directors may take independent professional advice, if appropriate, at the Company's expense.

In accordance with the rotation provisions in the Articles, Jose David and Clyde Heintzelman have put themselves up for re-election at the Annual General Meeting. In accordance with their terms of appointment, the appointment of each of Stewart Davies and John Cunningham as Non-executive
Directors must be ratified by the shareholders at the Annual General Meeting and appropriate resolutions are included in the notice of Annual General Meeting.

Audit Committee

The Company also has an Audit Committee. Stewart Davies is Chair of the Audit Committee and the other members are Clyde Heinzleman and John Cunningham. The terms of the reference of the Audit Committee include keeping under review the scope and results of the external audits and their
cost effectiveness. The Audit Committee reviews the independence and objectivity of the external auditors. This includes reviewing the nature and extent of non-audit services supplied by the external auditors to the Group seeking to balance objectivity and value for money. The audit committee currently meets monthly. There is no internal audit function due to the size of the Company.

Remuneration Committee

John Cunningham is chair of the Remuneration Committee and the other members are Clyde Heinzleman and Stewart Davies. The Report of the Remuneration Committee is set out on pages
12 - 14 of the Annual Report for the year ended 31 March 2007. The Remuneration Committee meets monthly.

During the year the Company has not appointed a Nomination Committee for the purpose of Board
appointments. It is considered that the composition and size of the Board does not warrant a Nomination Committee and appointments are dealt with by the whole of the Board.

Terms of reference for the Audit Committee and the Remuneration Committee are available on the Company’s website www. citel.com and during normal working hours on any week day (other than public holidays) at the Company’s registered office.