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» Audit and Governance Committee
» Nomination and Compensation Committee
» Strategy and Finance Committee
» Special Purpose Committees

Audit and Governance Committee

This committee, which has wide powers to investigate any governance, financial or internal control matters it considers appropriate, consists of non-executive members of the Board. As well as approving operational structures, it can also recommend appointment of specific staff, to report to and be under the direction and authority of the Chairman (or his delegated representative), to undertake such duties and prepare such reports as may be necessary.

The committee is empowered to request attendance at its meetings of any CEO, Executive Director, senior operational and financial manager, any internal and/or external auditor, and it has the right of access to all such personnel and to consult independent advisors as it considers necessary.

The committee’s specific duties include:

• Establishing that the corporate structures and reporting lines are appropriate to ensure effective governance of the total organization.

• The review of all financial reports to be made public, prior to their release, while ensuring compliance with all statutory and Stock Exchange requirements.

• The administration of all external and any internal audit functions, including the receipt and review of all audit management letters and any regulatory reports submitted to the Company or any subsidiary, and the monitoring of management’s response to them.

• Recommending the appointment of external auditors and the agreement of their fees.

• To consider and approve any transactions with related parties before any material related party transactions are entered into. Any such approvals will remain conditional on the Company continuing to meet the obligations of its Bye-Laws, the Companies Act 1981 and the requirements of any applicable Stock Exchange.

Members are Mr. John Walker (Chair); Rt. Hon. Jenny Shipley; and Mrs. Lee Suet Fern.

Nomination and Compensation Committee

This committee is delegated the responsibility of seeking and recommending to the Board:

• Suitable candidates for nomination to the Board.

• The level of Directors fees.

• The remuneration and incentive policies and strategy of the Company and each portfolio business.

• The appointment and remuneration of any CEO, and to annually review the performance of the CEO.

In making recommendations, consideration is given to geographic locations, industry standards for equivalent positions as well as the contribution and value to the Company of the relevant operation/person.

In carrying out its function, the Nomination and Compensation Committee is entitled to seek and obtain such independent advice as it considers reasonably necessary to fulfill its functions to a best practice standard.

Members are Rt. Hon. Jenny Shipley (Chair), and Mr. John Walker. A further independent Director is to be appointed before year-end.