Senior Independent Director.

Role and Duties of The Senior Independent Director

1. The Senior Independent Director has the same general legal responsibilities to the Company as any other director. The Board as a whole is collectively responsible for the success of the Company. The Board's role is, among others, to:
   1. provide entrepreneurial leadership of the Company within a framework of prudent and effective controls which enable risk to be assessed and managed;
   2. set the Company’s strategic aims, ensure that the necessary financial and human resources are in place for the Company to meet its objectives, and review management performance; and
   3. set the Company’s values and standards and ensure that its obligations to its shareholders and others are understood and met.
2. The Companies Act 2006 provides that all directors must act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. In doing so, as a director, the Senior Independent Director must have regard (among other matters) to: 
   1. the likely consequences of any decision in the long term;
   2. the interests of the Company's employees; 
   3. the need to foster the Company's business relationships with suppliers, customers and others; 
   4. the impact of the Company's operations on the community and the environment; 
   5. the desirability of the Company maintaining a reputation for high standards of business conduct; and
   6. the need to act fairly as between the members of the Company. 
3. In addition to the above the Senior Independent Director of the Company, is also required to:
   1. make him or herself available for confidential discussions with other non-executive directors who may have concerns which they believe have not been properly considered by the Board as a whole;
   2. have the authority to call a meeting of the non-executive directors if it is necessary;
   3. lead a meeting of the non-executive directors without the Chairman present at least annually to appraise the Chairman's performance (taking into account the views of the executive directors) and on such other occasions as are deemed appropriate;
   4. be available to shareholders if they have concerns which contact through the normal channels has failed to resolve or for which such contact is inappropriate;
   5. attend sufficient meetings with a range of major shareholders to listen to their views in order to help develop a balanced understanding of the issues and concerns of major shareholders;
   6. chair the Nominations Committee when it is considering succession to the role of Chairman of the Board;
   7. constructively challenge and contribute to the development of strategy;
   8. scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
   9. satisfy him or herself that financial information is accurate and that financial controls and systems of risk management are robust and defensible;
   10. be responsible for determining appropriate levels of remuneration of executive directors and have a prime role in appointing and, where necessary, removing senior management and in succession planning;
   11. serve as Chairman of the Remuneration Committee of the Board and serve on the Audit or Nominations Committee and attend all Committee meetings;
   12. at all times comply with the Articles and constitution of the Company;
   13. abide by the statutory, fiduciary or common-law duties as a director of the Company, including those listed above;
   14. diligently perform his or her duties and use reasonable endeavours to promote, protect, develop and extend the business of the Company; and
   15. immediately report any personal wrongdoing or the wrongdoing or proposed wrongdoing of any employee or other director of the Company to the Chairman.
4. In addition to the above general duties, we would expect him or her to discharge the following specific functions and duties:
   1. to attend regular Board meetings as determined by the Board at the Company’s registered office, either in person or via telephone conference, or such other place in the United Kingdom and on dates as the Company may reasonably require, to be notified to you at least 10 business days in advance;
   2. to attend the Company’s annual general meeting to be held each year;
   3. to attend whether in person or via telephone conference any general meetings or emergency board meetings which might be called from time to time, the Company providing as much notice of such meetings as is reasonably possible in the circumstances; and
   4. to carry out such other functions and duties in keeping with the position as non-executive director as may be reasonably required.
5. The Senior Independent Director must undertake their duties to the best of their skill and ability and will discharge their responsibilities as Senior Independent Director of the Company in good faith and in the interests of the Company.