Corporate Governance

Corporate Governance Practices

The Company has adopted a Share Dealing Code that applies to Directors, senior management and any employee who is in possession of ‘inside information’. All such persons are prohibited from trading in the Company’s securities if they are in possession of ‘inside information’.

The Board has established a Remuneration Committee, Audit Committee and Nominations Committee. The Remuneration Committee is made up of George Watkins, Jeremy Kane and Paul Butcher and is responsible for reviewing the performance of the executive directors and for setting the framework and broad policy for scale and structure of their remuneration taking into account all factors which it shall deem necessary. The Remuneration Committee will also determine allocations of share options and is responsible for setting any performance criteria in relation to the exercise of options granted under any share option schemes adopted by the Company.

The Audit Committee is made up of George Watkins, Jeremy Kane and Paul Butcher monitors the integrity of the Company’s annual and interim financial statements. The committee also monitors and reviews the effectiveness of the management and the external auditors on accounting and internal control matters and recommends the appointment of, and reviews the fees of, the external auditors. Having monitored Deloitte’s independence, objectivity and performance in 2010 as in prior years since Deloitte’s original appointment, with reference to frequent reports during the year from Deloitte covering, inter alia, their team and required audit partner rotation plans, the overall audit strategy and the progress and results of the audit, the committee decided it was in the Group’s and share owner’s interests not to tender the external audit in 2011 and recommends the reappointment of Deloitte.

The Nominations Committee is made up of George Watkins, Jeremy Kane and Paul Butcher has responsibility for identifying, evaluating and recommending candidates to join the Board and make recommendations on Board composition and balance.