The Board provides planned leadership and oversight. It is responsible for the Company’s culture, services and ethical
standards and is committed to high standards of corporate governance throughout the Group’s operations. Each director
brings experience, independence of character and judgement to their role. The independent non-executive directors bring
a broad perspective to the deliberations of the Board. They support the development of the Group’s strategic direction,
provide critical and constructive challenge to the executive directors and exercise oversight through their engagement in
the work of the Board’s principal committees on matters such as remuneration, risk management systems, financial controls
and financial reporting.
The Company complies with the distributions of the UK Corporate Governance Code published in September 2012 by the
Financial Reporting Council www.frc.org.uk.
The Board has four principal committees.

Audit Committee
The members of this committee are all independent non-executive directors:
    •    Mark Pain (Chairman)
    •    Christine Hodgson
    •    David Martin

Nomination Committee
In addition to the Chairman of the Board, the members of this committee are all independent non-executive directors:
    •    John Kelly (Chairman)
    •    Sly Bailey
    •    Christine Hodgson
    •    David Martin
    •    Richard Moross
    •    Mark Pain

Remuneration Committee
The members of this committee are all independent non-executive directors:
    •    David Martin (Chairman)
    •    Sly Bailey
    •    John Kelly
    •    Christine Hodgson
    •    Richard Moross

Social Responsibility Committee
The members of this committee are all independent non-executive directors:
    •    Sly Bailey (Chairman)
    •    Christine Hodgson