Board Commitees

The Directors have established an Audit Committee, a Remuneration Committee and a Nomination Committee. The members of these committees are appointed principally from among the independent directors and all appointments to these committees shall be for a period of one year. The terms of reference of the committees have been drawn up in accordance with the provisions of the Corporate Governance Code. A summary of the terms of reference of the committees is set out below. Each committee and each Director has the authority to seek independent professional advice where necessary to discharge their respective duties, in each case at the Company's expense.

CommitteeMembers (C designates Chairman)Independence
AuditSimon Duffy (C), Susan Hooper and John McMahon100%
NominationWilliam A. Franke, (C) John McMahon and Simon Duffy67%
RemunerationGuido Demuynck (C), Susan Hooper and Thierry de Preux100%

Committee Terms of Reference

Audit Committee

The Audit Committee assists the Board in discharging its responsibilities with regard to (a) financial reporting; (b) external and internal auditors and controls, including reviewing the Company's annual financial statements and, where requested by the Board, advising whether, taken as a whole, the annual report and accounts are fair, balances and understandable; (c) reviewing and monitoring the extent of the non-audit work undertaken by external auditors; (d) advising on the appointment of external auditors; and (e) reviewing the effectiveness of the Company's internal audit activities, internal control and risk management systems. Where the Audit Committee is not satisfied with any aspect of the proposed financial reporting by the Company, it shall report its views to the Board, however, the ultimate responsibility for reviewing and approving the annual report and accounts and the half yearly reports remains with the Board.

The Corporate Governance Code recommends that the Audit Committee should comprise at least three members, who should all be independent non-executive Directors, and that at least one member should have recent and relevant financial experience. The membership of the Company's Audit Committee comprises three members, namely Simon Duffy, Susan Hooper and John McMahon, all of whom are independent Non-Executive Directors. Mr Duffy is considered by the Board to have recent and relevant financial experience and is chairman of the Audit Committee. No members of the Audit Committee have links with the Company's external auditors. The Company therefore considers that it complies with the Corporate Governance Code recommendation regarding the composition of the Audit Committee.

The Audit Committee will formally meet at least three times per year and otherwise as required. The Chief Executive Officer, other Directors and representatives from the finance function may attend and speak at meetings of the Audit Committee. The Company's external auditor and Chief Financial Officer will be invited to attend meetings of the committee on a regular basis.

Nomination Committee

The Nomination Committee assists the Board in discharging its responsibilities relating to the composition of the Board. The Nomination Committee is responsible for evaluating the balance of skills, knowledge and experience on the Board, the size, structure and composition of the Board, retirements and appointments of additional and replacement directors and will make appropriate recommendations to the Board on such matters.

The Corporate Governance Code provides that a majority of the members of the Nomination Committee should be independent non-executive directors. The Company's Nomination Committee is comprised of three members, namely William A. Franke, John McMahon and Simon Duffy. The chairman of the Nomination Committee is Mr Franke. The Company therefore considers that it complies with the Corporate Governance Code's recommendations regarding the composition of the Nomination Committee.

The Nomination Committee meets formally at least twice a year and otherwise as required.

Remuneration Committee

The Remuneration Committee is responsible for setting the remuneration policy for all executive directors and the Chairman, including pension rights and any compensation payments, and recommending and monitoring the remuneration of the Senior Managers. Non-Executive Directors' fees will be determined by the full Board.

The objective of the Company's remuneration policy is to attract, retain and motivate executive management of the quality required to run the Company successfully without paying more than is necessary, having regard to the views of Shareholders and other stakeholders.

The Remuneration Committee is also responsible for making recommendations for the grants of awards under the Company's share option schemes. In accordance with the Remuneration Committee's terms of reference, no Director may participate in discussions relating to his own terms and conditions of remuneration.

The Corporate Governance Code provides that the Remuneration Committee should comprise at least three members, all of whom should be independent non-executive directors. The membership of the Company's Remuneration Committee comprises three members, namely Guido Demuynck, Susan Hooper and Thierry de Preux, all of whom are independent Non-Executive Directors. The chairman of the Remuneration Committee is Mr Demuynck. The Company therefore considers that it complies with the Corporate Governance Code recommendations regarding the composition of the Remuneration Committee.

The Remuneration Committee meets formally at least twice each year and otherwise as required.