Corporate Governance Committees

Audit Committee
The Audit Committee consists of the non-executive Directors with John Mapplebeck as Committee Chairman, Neil Balfour and Tom Morrison as members. The Chief Financial Officer may also be invited to attend meetings of the committee. It will meet at least twice each year and will be responsible for ensuring that the financial performance of the Group is properly monitored and reported on and for meeting with the auditors and reviewing findings of the audit with the external auditor. It is authorised to seek any information it properly requires from any employee and may ask questions of any employee. It will meet with the auditors once a year without any members of the Management being present and will also be responsible for considering and making recommendations regarding the identity and remuneration of such auditors.

Remuneration Committee
The remuneration committee consists of the non-executive Directors with Neil Balfour as Committee Chairman and with John Mapplebeck and Tom Morisson as members. Its function is to consider and recommend to the Board the framework for the remuneration of the Chief Executive Officer, Chairman, Chief Financial Officer and such other officers as it is designated to consider and within the terms of the agreed policy will, consider and recommend to the Board the total individual remuneration package of each Executive Director including bonuses, incentive payments and share options or other share awards. It will review the design of all share incentive plans for approval by the Board and Shareholders and, for each such plan, recommend whether awards are made and if so, the overall amount of such awards. No Director will be involved in decisions concerning his/her own remuneration.

Nomination Committee
The nomination committee will initially consist of Neil Balfour as committee chairman and Vitaliy Skotsyk. The nomination committee will consider the selection and re-appointment of Directors. It will identify and nominate candidates for all Board vacancies and review regularly the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations to the Board with regard to any changes.