THE BOARD AND ITS COMMITTEES

THE BOARD

The Board currently comprises:

We believe in strong corporate governance, and the Company complies with the Combined Code as far as is practicable. The Board is collectively responsible for the success of the Company, and entrepreneurial leadership is balanced by the scrutiny and oversight provided by the independent Non-Executive Directors.

There is a clear division of responsibilities between Board members, and all Directors have access to the advice and services of the Company Secretary, who is responsible for ensuring compliance with Board procedures and with applicable regulation and legislation.

All Directors are subject to re-election by shareholders at intervals of no more than three years.

The Board meets formally on a regular basis. In addition, ad hoc meetings are called to address specific issues requiring board approval. At formal meetings the Board receives detailed reports from the Chief Executive and Group Managing Director on operational matters, from the Finance Director Designate on financial performance, and from the Company Secretary on legal, compliance and human resources issues. The Board also sets and monitors Group strategy, approves the annual budget and examines acquisition possibilities. To enable the Board to discharge its duties, all Directors receive appropriate and timely information. Independent professional advice is taken as required.

There is a formal schedule of matters reserved for the Board, and routine business may be delegated to a committee of two Directors.

BOARD COMMITTEES

The Board has established three Board Committees, as follows:

Audit Committee

All members of the Committee are required to be independent Non-Executive Directors. The Committee currently comprises Jarvis Astaire, its Chairman and David Noble.

The Committee meets at least three times a year at appropriate times in the reporting and audit cycle, and otherwise as required by the Chairman of the Committee. Only members of the Committee have the right to attend its meetings. However, other Directors and executives may be invited to attend all or part of any meeting, and the external auditors are invited to attend meetings on a regular basis.

Remuneration Committee

All members of the Committee are required to be independent Non-Executive Directors. The Committee currently comprises Jarvis Astaire, its Chairman and David Noble.

The Committee is responsible for determining and agreeing with the Board the remuneration policy for the Executive Directors and Officers and for approving their remuneration packages; and for approving the design of performance related pay schemes and share incentive plans.

Nomination Committee

A majority of the members of the Committee are required to be independent Non-Executive Directors. The Committee currently comprises Jarvis Astaire, its Chairman,David Noble and Jon Smith.

The Committee is responsible (inter alia) for reviewing the size, structure and composition of the Board; identifying and nominating suitable candidates for appointment to the Board; board succession planning; and making recommendations for appointments to board committees.