Board Committees and Responsibilities

Remuneration Committee

The Remuneration Committee will review the remuneration policy to ensure it is sufficient to attract, retain and motivate key management to deliver the strategy set by the Board. The Remuneration Committee will review the performance of the Executive Directors and make recommendations to the Board on matters relating to their remuneration and terms of service.

The Remuneration Committee will also make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration Committee will meet not less than twice in each financial year. In exercising this role, the Directors shall have regard to the recommendations put forward in the QCA Code and, where appropriate, the provisions of the UK Corporate Governance Code. The Remuneration Committee is currently chaired by Paul Marshall and also comprises Kate Burns and Sir Robin Miller.

Nomination Committee

The Nomination Committee will review the selection process for appointment and re-appointment of directors to the Board and senior executive office. The Nomination Committee will make recommendations to the Board in relation to such appointments.

The Nomination Committee is currently chaired by Sir Robin Miller.

Audit Committee

The Audit Committee will have the primary responsibility of monitoring the quality of internal controls, overseeing the internal audit and risk management systems and ensuring that the financial performance of the Group is properly measured and reported on. It will receive and review reports from the Group’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group.

The Audit Committee will meet not less than twice in each financial year and will have unrestricted access to the Group’s external auditors. The Audit Committee is currently chaired by Paul Marshall and also comprises of Kate Burns.