Corporate
Governance

Committees

• Audit Committee

  The Audit Committee is responsible for assisting the Board in discharging its responsibilities for financial reporting including the integrity of the annual and interim reports, preliminary results and any other formal announcements relating to financial performance, risk reporting and reviewing the Company's internal corporate control.

  Within the scope of its terms of reference, the Audit Committee will report to the Board on any matter on which it considers that action is required and make recommendations for steps to be taken. In addition, the Audit Committee will have authority to investigate any activity within its terms of reference and is responsible for the resolution of disagreements between management and the external auditor. The Audit Committee will meet at least four times per year. It is chaired by Darren Pope and also comprises Andrea Blance, Roger Perkin and John Troiano.

  Terms of reference of the Audit Committee

  External auditor independence policy

• Nomination and Governance Committee

  The Nomination and Governance Committee is responsible for making recommendations to the Board concerning the composition of the Board including proposed appointees to the Board, whether to fill any vacancies that may arise or to change the number of Board members. It is chaired by Deanna Oppenheimer and also comprises Andrea Blance, Penny James, Moni Mannings, Roger Perkin and Darren Pope.

  Terms of reference of the Nomination Committee

• Remuneration Committee

  The Remuneration Committee is responsible for the framework or broad policy for the fair remuneration of the Executive Directors as well as their performance management. These will be determined with due regard to the interests of the Company and the Shareholders. The Remuneration Committee will meet at least four times per year. It is chaired by Moni Mannings and also comprises Michael Morley, Roger Perkin and John Troiano.

  Terms of reference of the Remuneration Committee

• Risk Committee

  The Risk Committee assists the Board in assessing the different types of risk to which the Group is exposed. The Committee is also responsible for considering and recommending the Group’s overall risk appetite to the Board and is responsible for ensuring that the Group’s principal risks have been properly identified and are being appropriately managed. The Committee is chaired by Andrea Blance and also comprises Penny James, Moni Mannings, Michael Morley, Roger Perkin, Darren Pope and John Troiano.

  Terms of reference of the Risk Committee

Compliance with UK Code of Corporate Governance

The Board supports high standards of corporate governance.

The UK Code of Corporate Governance recommends that the board of directors of a UK public company should include a balance of Executive and Non-executive Directors and that at least half the Board, excluding the Chairman, should comprise Non-executive Directors determined by the Board to be independent, and that one Non-executive Director should be nominated as the Senior Independent Director. The Board is in full compliance with the Code.

Andrea Blance, Penny James, Moni Mannings, Michael Morley, Roger Perkin, Darren Pope and John Troiano as non-executive Directors are considered by the Board to be independent for the purposes of the UK Code of Corporate Governance. The Senior Independent Director is Penny James. The Chair, Deanna Oppenheimer was considered independent upon appointment to the Board.