Board Committees

The Board has established the following committees of non-executive directors to which it has delegated certain of its responsibilities:

The Audit Committee normally meets six times a year and assists the Board in meeting its responsibilities in ensuring an effective system of internal control and accurate external financial reporting. It also provides a direct channel of communication between the external auditors and the Board and assists the Board in ensuring that the external audit is conducted in a thorough, objective and cost-effective manner.

The group chief executive, the group finance director, the group internal auditor, the group legal services director and the external auditors attend all meetings of the Committee except when the Committee wishes to meet alone.

The Remuneration Committee normally meets three times a year to review remuneration policy and determines the remuneration packages of the executive directors. In framing its remuneration policy, the Committee has given full consideration to the provisions of Section 1B of and Schedule A to the Code. The remuneration report prepared by the Board is explained under the Renumeration Report Section. In preparing the report, the Board has followed the provisions of Schedule B to the Code.

The Remuneration Committee consults the chairman and, when appropriate, the group chief executive about the Committee’s proposals relating to the remuneration of the other executive directors and has access to professional advice inside and outside the Company.

The Nomination Committee meets as required to consider candidates for appointment to the Board.