Corporate responsibility

The Company has established an Audit Committee, a Remuneration Committee and a Nomination Committee.

The Audit Committee is chaired by Alex Short and also comprises Sir Rodney Walker and Philip Burks. It is responsible for ensuring that the financial performance of the Group is properly reported on and monitored and for reviewing the auditor’s reports relating to accounts and internal control systems.

The Remuneration Committee also comprises Philip Burks and Alex Short, and is chaired by Sir Rodney Walker. It is responsible for determining and agreeing with the Board the framework for the remuneration of the Managing Director, all other Executive Directors, the Chairman of the Company (if an Executive Director), the Company Secretary and such other members of the Executive management as it is designated to consider. It is furthermore responsible for determining the total individual remuneration packages of each Director including, where appropriate, bonuses, incentive payments and share options. The Remuneration Committee will also liaise with the Nomination Committee to ensure that the remuneration of newly appointed Executive Directors is within the Company’s overall policy.

The Nomination Committee is chaired by Sir Rodney Walker and also comprises Philip Burks, Alex Short and Keith Rogers. It is responsible for reviewing the structure, size and composition of the Board, preparing a description of the role and capabilities required for a particular appointment and identifying and nominating candidates to fill Board positions as and when they arise.

The Company has adopted a share dealing code for Directors and relevant employees and will take proper steps to ensure compliance by the Directors and those employees.