Audit Committee
The audit committee will be chaired by Andrew Hargreaves and will consist of the whole Board other than the Chief Executive and the Chairman. It will meet whenever there is business to discuss and at least twice each year. The audit committee is responsible for ensuring that the financial performance of the Group is properly monitored, controlled and reported on. It will also meet the auditors and review reports from the auditors relating to accounts and internal control systems. The inclusion of Peter Economides is not in compliance with the QCA Guidance that the Audit Committee should be constituted only of independent non-executive directors, however, the Board believe that Peter Economides` considerable experience will be a valuable addition to the committee.

 

Remuneration Committee
The remuneration committee will be chaired by Lord Balfour and its other members are Anthony Travis and Andrew Hargreaves. It is expected to meet not less than twice a year.

 

The remuneration committee has responsibility for determining, within the agreed terms of reference, the Group`s policy on the remuneration of senior executives and specific remuneration packages for Executive Directors, including pension rights and compensation payments. The remuneration of Non-Executive Directors is a matter for the Board. No Director may be involved in any discussion as to his own remuneration.

 

Nomination Committee
The nomination committee will be chaired by Peter Economides and will consist of Mehmet Onkal and Lord Balfour. It will consider appointments to the Board and is responsible for nominating candidates to fill Board vacancies and for making recommendations on Board composition.

 

Insurance

The company will purchase and maintain directors` and officers` indemnity insurance in relation to any person who is or was a Director, an officer, or who at the company`s request is or was a serving Director, an officer or a liquidator of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has, or would have had the power to indemnify the person against the liability under the Memorandum and Articles.

 

The company will also purchase and maintain "key man" insurance in respect of the Chief Executive.

 

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