Supergroup

1. PURPOSE

1.1. Primary Functions

The Audit Committee, (the "Committee"), is an operating Committee of the Board of Directors (the "Board"), charged with oversight of financial reporting and disclosure and is responsible for:

1.1.1. overseeing the financial reporting and disclosure process;

1.1.2. monitoring choice of accounting polices and principles;

1.1.3. overseeing hiring, performance and independence of external auditors;

1.1.4. overseeing regulatory compliance, ethics and whistleblowing;

1.1.5. monitoring the internal control process;

1.1.6. overseeing the performance of the internal audit function; and

1.1.7. discussing risk management policies and practices with management.

1.2. Reporting

1.2.1. The Committee chairman shall report formally to the Board on its proceedings after each meeting on all matters within it duties and responsibilities.

1.2.2. The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action is needed.

1.2.3. The Committee will compile a report to shareholders on its activities to be included in the Company’s annual report.

2. THE COMMITTEE

2.1. Membership

2.1.1. Membership of the Committee will be appointed by the Board, on the recommendation of the Nomination Committee in consultation with the chairman of the Audit Committee. The Committee will be made up of at least 2 members.

2.1.2. All members of the Committee will be independent non-executive directors at least one of whom will have recent and relevant financial expertise.

2.1.3. The Chairman of the Board will not be a member of the Committee.

2.1.4. Only members of the Committee have the right to attend Committee meetings. However, other individuals such as the Chairman of the Board, Chief Executive Officer, Chief Operating Officer, Finance Director, other directors, the Heads of Legal, Internal Control and representatives from the finance function may be invited to attend all or part of any meeting as and when appropriate.

2.1.5. The external auditors will be invited to attend meetings of the Committee on a regular basis.

2.1.6. Appointments to the Committee will be for a period of up to three years, which may be extended for two further three year periods, provided the director remains independent.

2.1.7. The Board will appoint the Committee chairman who will be an independent non-executive director. In the absence of the Committee chairman and/or an appointed deputy, the remaining members present will elect one of themselves to chair the meeting.

2.2. Secretary

The Company secretary, or their nominee, shall act as the secretary of the Committee.

2.3. Quorum

The quorum necessary for the transaction of business shall be 2 members. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.

2.4. Role of Members

Committee members will utilise their personal skills, knowledge and judgement to perform the responsibilities set out below.

2.5. Responsibilities

The Committee should carry out the duties below for the Company and its group as a whole (the "Group"), as appropriate.

2.5.1. Annual General Meeting:

2.5.1.1. The chairman of the Committee shall attend the Annual General Meeting prepared to respond to any shareholder questions on matters pertaining to the Committee’s role, responsibilities and activities.

2.5.2. Financial Reporting:

2.5.2.1. The Committee will monitor the integrity of the financial statements of the Company, including its annual and half-yearly reports, interim management statements, preliminary results’ announcements and any other formal announcement relating to its financial performance, reviewing any significant financial reporting issues and judgements which they contain. The Committee will also review summary financial statements, significant financial returns to regulators and any financial information contained in certain other documents, such as announcements of a price sensitive nature.

2.5.2.2. The Committee will review and challenge where necessary:

2.5.2.2.1. the consistency of, and any changes to, accounting policies both on a year on year basis and across the Group;

2.5.2.2.2. the methods used to account for significant or unusual transactions where different approaches are possible;

2.5.2.2.3. whether the Company has followed appropriate accounting standards and made appropriate estimates and judgements, taking into account the views of the external auditor;

2.5.2.2.4. the clarity of disclosure in the Company’s financial reports and the context in which statements are made, and

2.5.2.2.5. all material information presented with the financial statements, such as the Operating and Financial Review and the Corporate Governance Statement (insofar as it relates to the audit and risk management).

2.5.2.3. The Committee will review the annual financial statements of the pension funds where not reviewed by the Board as a whole.

2.5.3. Internal Controls and Risk Management Systems:

2.5.3.1. The Committee will:

2.5.3.1.1. keep under review the effectiveness of the Company’s internal control and risk management systems; and

2.5.3.1.2. review and approve the statements to be included in the annual report concerning internal controls and risk management.

2.5.4. Whistleblowing and Fraud:

2.5.4.1. The Committee will:

2.5.4.1.1. review the Company’s arrangements for its employees to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters. The Committee will ensure that these arrangements allow proportionate and independent investigation of such matters and appropriate follow-up action, and

2.5.4.1.2. review the Company’s procedures for detecting fraud.

2.5.5. Internal Audit:

2.5.5.1. The Committee will:

2.5.5.1.1. monitor and review the effectiveness of the Company’s internal Audit ("Internal Control") function in the context of the Company’s overall risk management system;

2.5.5.1.2. approve the appointment and removal of the Head of the Internal Control function;

2.5.5.1.3. consider and approve the remit of the Internal Audit (Internal Control) function and ensure it has adequate resources and appropriate access to information to enable it to perform its function effectively and in accordance with the relevant professional standards. The Committee will also ensure the function has adequate standing and is free from management or other restrictions;

2.5.5.1.4. review and assess the annual internal audit plan;

2.5.5.1.5. review promptly all reports on the Company from the internal auditors;

2.5.5.1.6. review and monitor management’s responsiveness to the findings and recommendations of the internal auditor; and

2.5.5.1.7. meet the Head of Internal Audit (Internal Control), at least once a year, without management being present, to discuss their remit and any issues arising from the internal audits carried out. In addition, the Head of Internal Audit (Internal Control) will be given the right of direct access to the Chairman of the Board and to the Committee.

2.5.6. External Audit:

2.5.6.1. The Committee will:

2.5.6.1.1. consider and make recommendations to the Board, to be put to shareholders for approval at the AGM, in relation to the appointment, re-appointment and removal of the Company’s external auditor. The Committee will oversee the selection process for new auditors and if an auditor resigns the Committee will investigate the issues leading to this and decide whether any action is required;

2.5.6.1.2. oversee the relationship with the external auditor including (but not limited to):

2.5.6.1.2.1. approval of their remuneration, whether fees for audit or non audit services and that the level of fees is appropriate to enable an adequate audit to be conducted;

2.5.6.1.2.2. approval of their terms of engagement, including any engagement letter issued at the start of each audit and the scope of the audit;

2.5.6.1.2.3. assessing annually their independence and objectivity taking into account relevant UK professional and regulatory requirements and the relationship with the auditor as a whole, including the provision of any non-audit services;

2.5.6.1.2.4. satisfying itself that there are no relationships (such as family, employment, investment, financial or business) between the auditor and the Company (other than in the ordinary course of business);

2.5.6.1.2.5. agreeing with the Board a policy on the employment of former employees of the Company’s auditor, then monitoring the implementation of this policy;

2.5.6.1.2.6. monitoring the auditor’s compliance with relevant ethical and professional guidance on the rotation of audit partners, the level of fees paid by the Company compared to the overall fee income of the firm, office and partner and other related requirements;

2.5.6.1.2.7. assessing annually their qualifications, expertise and resources and the effectiveness of the audit process which will include a report from the external auditor on their own internal quality procedures;

2.5.6.1.2.8. seeking to ensure co-ordination with the activities of the Internal Control function; and

2.5.6.1.2.9. considering the risk of the withdrawal of the Company’s present auditor from the market;

2.5.6.1.3. meet regularly with the external auditor, including once at the planning stage before the audit and once after the audit at the reporting stage. The Committee will meet the external auditor at least once a year, without management being present, to discuss their remit and any issues arising from the audit;

2.5.6.1.4. review and approve the annual audit plan and ensure that it is consistent with the scope of the audit engagement;

2.5.6.1.5. review the findings of the audit with the external auditor. This will include but not be limited to, the following:

2.5.6.1.5.1. a discussion of any major issues which arose during the audit,

2.5.6.1.5.2. any accounting and audit judgements, and

2.5.6.1.5.3. levels of errors identified during the audit;

2.5.6.1.6. review the effectiveness of the audit;

2.5.6.1.7. review any representation letter(s) requested by the external auditor before they are signed by management;

2.5.6.1.8. review the management letter and management’s response to the auditor’s findings and recommendations, and

2.5.6.1.9. develop and implement a policy on the supply of non-audit services by the external auditor, taking into account any relevant ethical guidance on the matter.

3. MEETINGS

3.1. Meeting Frequency and Schedule

The Committee shall meet at least four times a year at appropriate times in the reporting and audit cycle and otherwise as required.

3.2. Notice of Meetings

3.2.1. Meetings of the Committee shall be called by the Secretary of the Committee at the request of any of its members, or at the request of external or internal auditors if they consider it necessary.

3.2.2. Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, will be forwarded to each member of the Committee, any other person required to attend and all other non-executive directors, no later than 5 working days before the date of the meeting. Supporting papers will be sent to Committee members and to other attendees as appropriate, at the same time.

3.3. Minutes

3.3.1. The secretary shall minute the proceedings and resolutions of all meetings of the Committee, including recording the names of those present and in attendance.

3.3.2. The secretary will ascertain, at the beginning of each meeting, the existence of any conflicts of interest and minute them accordingly

3.3.3. Minutes of Committee meetings will be circulated promptly to all members of the Committee and, once agreed, to all members of the Board, unless a conflict of interest exists.

4. OTHER

4.1. The Committee will:

4.1.1. have access to sufficient resources in order to carry out its duties, including access to the Company secretariat for assistance as required;

4.1.2. be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members;

4.1.3. give due consideration to laws and regulations, the provisions of the Combined Code and the requirements of the UK Listing Authority’s Listing, Prospectus and Disclosure and Transparency Rules as appropriate;

4.1.4. be responsible for co-ordination of the internal and external auditors;

4.1.5. oversee any investigation of activities which are within its terms of reference and act for internal purposes as a court of the last resort, and

4.1.6. at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.

5. AUTHORITY

5.1. The Committee is authorised by the Board to investigate any activity or state of affairs within its terms of reference.

5.2. The Committee is authorised to seek any information it requires from any employees or officers and to call any member of staff to be questioned at a meeting of the Committee as and when required.

5.3. The Committee is authorised by the Board, at the Company’s expense, to obtain expert advice from the Company’s auditors, professional advisers or otherwise, and to take independent professional advice and to require the attendance of outsiders with relevant experience and expertise if it considers it necessary.

1 Purpose

1.1 Primary Functions

1.1.1 The Nominations Committee, (the "Committee"), is an operating Committee of the Board of Directors (the "Board"), charged with responsibility for:

(i) reviewing the structure, size and composition of the Board and recommending changes;

(ii) considering and recommending succession planning strategy for executive and non-executive directors;

(iii) identifying and nominating for the approval of the Board candidates to fill Board vacancies or new positions as and when they arise; and

(iv) evaluating skills, experience and knowledge of Board members.

1.2 Reporting

1.2.1 The Committee chairman shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.

1.2.2 The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action is required.

2 The Committee

2.1 Membership

2.1.1 The Committee shall comprise of at least 3 directors. A majority of the members of the Committee should be independent non-executive directors. All appointments to the Committee shall be made by the Board.

2.1.2 Only members of the Committee have the right to attend Committee meetings. However, other individuals such as the Chief Executive Officer, the Head of Human Resources and external advisers may be invited to attend for all or part of any meeting, as and when appropriate.

2.1.3 Appointments to the Committee shall be for a period of up to three years, which may be extended for two further three-year periods provided that the majority of the Committee members remain independent.

2.1.4 The Board shall appoint the Committee Chairman who should be either the Chairman of the Board or an independent non-executive director. In the absence of the Committee Chairman and/or an appointed deputy, the remaining members present shall elect one of their number to chair the meeting from those who would qualify under these terms of reference to be appointed to that position by the Board. The Chairman of the Board shall not chair the Committee when it is dealing with the matter of succession to the chairmanship.

2.2 Secretary

The Company secretary, or their nominee, shall act as the secretary of the Committee.

2.3 Quorum

The quorum necessary for the transaction of business shall be 2 members both of whom must be independent non-executive directors. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.

2.4 Role of Members

Committee members will utilise their personal skills, knowledge and judgement to perform the responsibilities set out below.

2.5 Responsibilities

2.5.1 The Committee should carry out the duties below for the Company and its group as a whole (the "Group"), as appropriate.

2.5.2 Annual General Meeting:

(i) The chairman of the Committee shall attend the Annual General Meeting prepared to respond to any shareholder questions on the Committee’s activities.

2.5.3 The Committee shall:

(i) regularly review the structure, size and composition (including the skills, knowledge and experience) required of the Board compared to its current position and make recommendations to the Board with regard to any changes;

(ii) give full consideration to succession planning for directors and other senior executives in the course of its work, taking into account the challenges and opportunities facing the Company, and what skills and expertise are therefore needed on the Board in the future;

(iii) be responsible for identifying and nominating for the approval of the Board, candidates to fill board vacancies as and when they arise;

(iv) review and advise on the appointment of senior executives and senior managers who report directly to the Chief Executive Officer;

(v) before any appointment is made by the Board, evaluate the balance of skills, knowledge and experience on the Board, and, in the light of this evaluation prepare a description of the role and capabilities required for a particular appointment. In identifying suitable candidates the Committee shall:

use open advertising or the services of external advisers to facilitate the search;

(a) consider candidates from a wide range of backgrounds; and

(b) consider candidates on merit and against objective criteria, taking account of whether appointees have enough time available to devote to the position;

(vi) keep under review the leadership needs of the organisation, both executive and non-executive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace;

(vii) keep up to date and fully informed about strategic issues and commercial changes affecting the Company and the market in which it operates;

(viii) review annually the time required from non-executive directors. Performance evaluation should be used to assess whether the non-executive directors are spending enough time to fulfil their duties; and

(ix) ensure that on appointment to the Board, non-executive directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, Committee service and involvement outside Board meetings.

2.5.4 The Committee shall also make recommendations to the Board concerning:

(i) formulating plans for succession for both executive and non-executive directors and in particular for the key roles of chairman and chief executive officer;

(ii) suitable candidates for the role of senior independent director;

(iii) membership of the audit and remuneration committees, in consultation with the chairmen of those committees;

(iv) the re-appointment of any non-executive director at the conclusion of their specified term of office having given due regard to their performance and ability to continue to contribute to the Board in the light of the knowledge, skills and experience required;

(v) the re-election by shareholders of any director under the ‘retirement by rotation’ provisions in the Company’s articles of association having due regard to their performance and ability to continue to contribute to the Board in the light of the knowledge, skills and experience required;

(vi) any matters relating to the continuation in office of any director at any time including the suspension or termination of service of an executive director as an employee of the Company subject to the provisions of the law and their service contract; and

(vii) the appointment of any director to executive or other office.

3 MEETINGS

3.1 Meeting Frequency and Schedule

The Committee shall meet at least three times a year and at such other times as the chairman of the Committee shall require.

3.2 Notice of Meetings

3.2.1 Meetings of the Committee shall be called by the secretary of the Committee at the request of the Committee chairman.

3.2.2 Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee, any other person required to attend and all other non-executive directors, no later than 5 working days before the date of the meeting. Supporting papers shall be sent to Committee members and to other attendees as appropriate, at the same time.

3.3 Minutes

3.3.1 The secretary shall minute the proceedings and resolutions of all meetings of the Committee, including recording the names of those present and in attendance.

3.3.2 Minutes of Committee meetings shall be circulated promptly to all members of the Committee and the Chairman of the Board and, once agreed, to all other members of the Board, unless a conflict of interest exists.

4 OTHER

The Committee shall at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.

5 AUTHORITY

5.1 The Committee is authorised by the Board to investigate any activity or state of affairs within its terms of reference.

5.2 The Committee is authorised to seek any information it requires from any employees or officers. In seeking any advice or assistance from any of the Company’s executives, to ensure that such role is clearly separated from the executive’s role within the business.

5.3 The Committee is authorised to obtain, at the Company’s expense, expert advice from the Company’s auditors, professional advisers or otherwise, and to take independent professional advice and to require the attendance of outsiders with relevant experience and expertise if it considers it necessary.

5.4 The Committee is authorised to select, set the terms of reference and appoint appointment consultants, at the Company’s expense.

1. PURPOSE

Primary Functions

1.1. The Remuneration Committee, (the "Committee"), is an operating Committee of the Board of Directors (the "Board"), charged with responsibility for determining the framework or broad policy for the remuneration of the Company’s executive Board members (the “Executives”) and the Company’s senior management (“Senior Managers”) and such other matters as set out in these terms of reference.

1.2. The duties of the Committee in respect of matters relating to the Executives and Senior Managers are as follows:

1.2.1. reviewing framework and policy for remuneration of Executives and Senior Managers and ensuring it remains appropriate;

1.2.2. ensuring remuneration policy includes appropriate incentives to drive performance;

1.2.3. ensuring remuneration policy fairly rewards individual contribution to the Company's success;

1.2.4. reviewing design of all share incentive plans, determining if awards will be made and overall amount of such awards;

1.2.5. determining policy and scope of pension arrangements for each of the Executives and the Senior Managers;

1.2.6. ensuring contractual terms on termination and payments made are fair to the individual, and the Company, ensuring failure is not rewarded and that the duty to mitigate loss is fully recognised;

1.2.7. advising on design of and determining total individual remuneration package of each of the Executives and Senior Managers including bonuses, pension schemes, company car schemes and other such schemes, incentive payments and share options or other share awards and benefits;

1.2.8. agreeing policy for authorising claims for expenses from the Chief Executive Officer and the Chairman.

1.3. In addition to the above duties which are specific to the Executives and Senior Managers the duties of the Committee shall also include:

1.3.1. reviewing and advising on remuneration trends for all employees across the Company and its group (the "Group");

1.3.2. overseeing major changes in employee benefits structures and giving advice on any such changes;

1.3.3. approving design and determining targets for performance related pay schemes and approving total annual payments;

1.3.4. ensuring provisions regarding disclosure of remuneration, including pensions, are fulfilled;

1.3.5. being exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the Committee;

1.3.6. obtaining information about remuneration in other companies; and

1.3.7. giving due regard to any relevant legal requirements, the provisions and recommendations in the Combined Code and the UK Listing Authority’s Listing Rules and associated guidance in respect of the matters set out in this clause 1.

1.4. Reporting

1.4.1. The Committee chairman shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.

1.4.2. The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action is needed.

2. THE COMMITTEE

2.1. Membership

2.1.1. Members of the Committee shall be appointed by the Board, on the recommendation of the Nomination Committee and in consultation with the chairman of the Remuneration Committee. The Committee shall be made up of at least 3 members, all of whom shall be independent non-executive directors. The Chairman of the Board may also serve on the Committee as an additional member if he or she was considered independent on appointment as chairman.

2.1.2. Only members of the Committee have the right to attend Committee meetings. However, other individuals such as the Chief Executive Officer, the Head of Human Resources and external advisers may be invited to attend for all or part of any meeting as and when appropriate.

2.1.3. Appointments to the Committee shall be for a period of up to three years, which may be extended for two further three-year periods, provided the director still meets the criteria for membership of the Committee.

2.1.4. The Board shall appoint the Committee chairman who shall be an independent non executive director. In the absence of the Committee Chairman and/or an appointed deputy, the remaining members present shall elect one of themselves to chair the meeting. The Chairman of the Board shall not be Chairman of the Committee.

2.2. Secretary

The Company secretary, or their nominee, shall act as the secretary of the Committee.

2.3. Quorum

The quorum necessary for the transaction of business shall be 2 members. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.

2.4. Role of Members

Committee members will utilise their personal skills, knowledge and judgement to perform the responsibilities set out below.

2.5. Responsibilities

2.5.1. The Committee should carry out the duties set out below for the Company as set out and the Group as a whole, as appropriate.

2.5.2. The chairman of the Committee shall attend the Annual General Meeting prepared to respond to any shareholder questions on matters on the Committee’s activities.

2.5.3. The Committee shall with respect to the Executives and Senior Managers:

2.5.3.1. determine and agree with the Board the framework or broad policy for the remuneration of the Company’s Chief Executive Officer, Chairman, the Executives, the Company secretary and such other Senior Managers as it is designated to consider. The remuneration of non-executive directors shall be a matter for the Chairman and the executive members of the board. No director or manager shall be involved in any decisions as to their own remuneration;

2.5.3.2. in determining such policy, take into account all factors which it deems necessary. The objective of such policy shall be to ensure that the Executives and Senior Managers are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Company;

2.5.3.3. review the ongoing appropriateness and relevance of the remuneration policy;

2.5.3.4. advise on design of and determine total individual remuneration package of each of the Executives and Senior Managers including bonuses, pension schemes, company car schemes and other such schemes, incentive payments and share options or other share awards and benefits;

2.5.3.5. review the design of all share incentive plans for approval by the Board and shareholders. For any such plans, determine each year whether awards will be made, and if so, the overall amount of such awards, the individual awards to the Executives and Senior Managers and the performance targets to be used;

2.5.3.6. determine the policy for, and scope of, pension arrangements for each of the Executives and Senior Managers;

2.5.3.7. ensure that contractual terms on termination, and any payments made, are fair to the individual, and the Company, that failure is not rewarded and that the duty to mitigate loss is fully recognised;

2.5.3.8. within the terms of the agreed policy and in consultation with the Chairman and/or Chief Executive Officer as appropriate, determine the total individual remuneration package of each of the Executives and Senior Managers including bonuses, incentive payments and share options or other share awards;

2.5.3.9. agree the policy for authorising claims for expenses from the Chief Executive Officer and Chairman; and

2.5.3.10. ensure that all provisions regarding disclosure of remuneration, including pensions, are fulfilled.

2.5.4. In addition to the duties set out above which are specific to the Executives and Senior Managers the Committee shall:

2.5.4.1. review and note annually the remuneration trends across the Group;

2.5.4.2. approve the design of, and determine targets for, any performance related pay schemes operated by the Company and approve the total annual payments made under such schemes;

2.5.4.3. oversee any major changes in employee benefits structures throughout the Group and give advice on any such changes;

2.5.4.4. be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the Committee;

2.5.4.5. obtain reliable, up-to-date information about remuneration in other companies. The Committee shall have full authority to commission any reports or surveys which it deems necessary to help it fulfil its obligations; and

2.5.4.6. in determining such packages and arrangements set out in this clause 2, give due regard to any relevant legal requirements, the provisions and recommendations in the Combined Code and the UK Listing Authority’s Listing Rules and associated guidance.

3. MEETINGS

3.1. Meeting Frequency and Schedule

The Committee shall meet at least three times a year and at such other times as the chairman of the Committee shall require.

3.2. Notice of Meetings

3.2.1. Meetings of the Committee shall be summoned by the secretary of the Committee at the request of any of its members.

3.2.2. Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee, any other person required to attend and all other non-executive directors, no later than 5 working days before the date of the meeting. Supporting papers shall be sent to Committee members and to other attendees as appropriate, at the same time.

3.3. Minutes

3.3.1. The secretary shall minute the proceedings and resolutions of all meetings of the Committee, including recording the names of those present and in attendance.

3.3.2. Minutes of Committee meetings shall be circulated promptly to all members of the Committee and the Chairman of the Board and, once agreed, to all other members of the Board, unless a conflict of interest exists.

4. AUTHORITY

4.1. The Committee is authorised by the Board to investigate any activity or state of affairs within its terms of reference.

4.2. The Committee is authorised to seek any information it requires from any employees or officers. In seeking any advice or assistance from any of the Company’s executives, to ensure that such role is clearly separated from the executive’s role within the business.

4.3. The Committee is authorised to obtain, at the Company’s expense, expert advice from the Company’s auditors, professional advisers or otherwise, and to take independent professional advice and to require the attendance of outsiders with relevant experience and expertise if it considers it necessary.

The Committee is authorised to select, set the terms of reference and appoint remuneration consultants, at the Company’s expense.