Remuneration & Audit Committees

The Remuneration Committee

The remuneration committee is responsible, within agreed terms of reference, for establishing a formal and transparent procedure for developing policy on executive remuneration and to set the remuneration packages of individual Directors. This includes agreeing with the Board the framework for remuneration of the executive Directors, the company secretary and such other members of the executive management of the Group 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 Options. No Director may be involved in any decision as to their own remuneration. The membership of the remuneration committee comprises Sandeep Reddy, Alan Turner and Jim Wilkinson, and the committee is chaired by Sandeep Reddy. The remuneration committee will meet not less than two times every year and at such other times as the chairman of the committee shall require.

The Audit Committee

The audit committee will assist the Board in discharging its responsibilities, within agreed terms of reference, with regard to corporate governance, financial reporting and external and internal audits and controls, including, amongst other things, reviewing the Group’s annual financial statements, reviewing and monitoring the extent of the non-audit services undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the Group’s internal controls and risk management systems.

The ultimate responsibility for reviewing and approving the annual report and accounts and the half yearly reports remains with the Board. Membership of the audit committee comprises Sandeep Reddy, Alan Turner and Jim Wilkinson, and it is chaired by Jim Wilkinson. The audit committee will meet formally not less than three times every year and otherwise as required.