Board Committees

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AUDIT AND RISK COMMITTEE

The Audit and Risk Committee’s role is to assist the Board with the discharge of its responsibilities in relation to financial reporting, including reviewing the Group’s annual and half year Financial Statements and accounting policies, internal and external audits and controls, reviewing and monitoring the scope of the annual audit and the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the internal audit, internal controls, risk management, whistleblowing and fraud systems in place within the Group.

The Audit and Risk Committee meets at least at least four times a year and as requested by the external auditor.

The Audit and Risk Committee is chaired by Paul Gilbert and its other members are Penny Hughes, David Kelly and Emma Woods.

Audit and Risk Committee Terms of Reference

NOMINATION COMMITTEE

The role of the Nomination Committee is to develop and maintain a formal, rigorous and transparent procedure for making recommendations on appointments and re-appointments to the Board. In addition, it is responsible for reviewing the succession plans for the Executive Directors and the Non-Executive Directors.

The Nomination Committee meets at least twice a year.

The Nomination Committee is chaired by Penny Hughes and its other members are David Kelly, John Treharne and Emma Woods.

Nomination Committee Terms of Reference

REMUNERATION COMMITTEE

The Remuneration Committee recommends the Group’s policy on executive remuneration, determines the levels of remuneration for Executive Directors and the Chairwoman and other senior executives and prepares an annual remuneration report for approval by the shareholders at the Annual General Meeting.

The Remuneration Committee meets at least four times a year.

The remuneration committee is chaired by David Kelly and its other members are Paul Gilbert, Penny Hughes and Emma Woods.

Remuneration Committee Terms of Reference