CHAIRMAN AND BOARD OF DIRECTORS

The company has a unitary board structure. The board comprises five non-executive directors, one of whom is the chairman, and four executive directors. The non-executive directors are of sufficient calibre and number for their views to carry significant weight in the board’s decisions. In addition, the roles of chairman and chief executive are not vested in the same person.

The board, under the chairmanship of Adam Fleming, meets on a quarterly basis, reserves to itself a range of key decisions to ensure that it retains proper direction and full control of the company and monitors executive management.

All directors have access to the advice and services of the company secretary and are entitled to seek independent professional advice at the company’s expense about the affairs of the company. The company secretary is responsible to the board for ensuring that procedures and applicable statutes and regulations are complied with. The board has established a number of committees in which the non-executives play an active role and which operate within defined terms of reference laid down by the board.