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Corporate Governance

The Directors support high standards of corporate governance, and it is the policy of the Company to comply with current best practice in UK corporate governance to the extent appropriate for a company of its size

Board Committees

The Directors have established an Audit and Risk Committee, a Remuneration Committee and a Nomination Committee. The members of these committees are appointed principally from among the independent directors. The terms of reference of the committees have been drawn up in accordance with the provisions of the Corporate Governance Code.

Audit and Risk Commitee

The duties of the Audit and Risk Committee include assisting the Board in discharging its responsibilities with regard to (a) financial reporting; (b) external and internal auditors and controls, including reviewing the Company’s annual financial information and, where requested by the Board, advising whether, taken as a whole, the annual report and accounts are fair, balanced and understandable; (c) reviewing and monitoring the extent of the non-audit work undertaken by external auditors; (d) advising on the appointment of external auditors; and (e) reviewing the effectiveness of the Company’s internal audit activities, internal control and risk management systems.

Members:

Ronald Traechsel (Chairman)          Daniel Camus          Dr. Alan Gillespie

Remuneration Committee

The Remuneration Committee is responsible for setting the remuneration policy for all executive directors and the Chairman, including pension rights and any compensation payments, and recommending and monitoring the remuneration of the Senior Managers. Non-Executive Directors’ fees will be determined by the full Board.

The Remuneration Committee is also responsible for making recommendations for the grants of awards under the Company’s share incentive schemes.

Members:

Daniel Camus (Chairman)          Ronald Traechsel          Dr. Alan Gillespie

Nomination Committee

The Nomination Committee assists the Board in discharging its responsibilities relating to the composition of the Board and its committees. The Nomination Committee is responsible for evaluating the balance of skills, knowledge and experience on the Board, the size, structure and composition of the Board, retirements and appointments of additional and replacement directors and will make appropriate recommendations to the Board on such matters.

Members:

Craig A. Huff (Chairman)          Daniel Camus          Dr. Alan Gillespie