Board Committees

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The Directors have established an Audit Committee, a Remuneration Committee, a Nominations Committee and a Strategy Committee with formally delegated duties and responsibilities as described below:

Audit committee The Audit Committee has the primary responsibility for monitoring the quality of internal control, ensuring that the financial performance of the Company is properly measured and reported on and for reviewing reports from the Company’s auditors. The Audit Committee will meet at least twice a year at appropriate times in the reporting and audit cycle and otherwise when required. The Audit Committee will also meet with the Company’s auditors at least once a year.

From Admission the Audit Committee will comprise Michael J. Kelly, David Anton, Akiko Mikumo and will be chaired by Patrick DeSouza.

Remuneration committee The Remuneration Committee is responsible for the review and recommendation of the scale and structure of remuneration for executive directors and other designated senior management, taking into account all factors which it deems necessary. The Remuneration Committee considers all aspects of the executive directors’ remuneration including pensions, benefits and share option awards. The remuneration of the non-executive directors will be a matter for the chairman and the executive members of the New Board. No director will be involved in any decision as to his or her own remuneration. The Remuneration Committee will meet at least twice a year and otherwise when required.

In exercising this role, the Directors shall have regard to the recommendations put forward in the QCA Corporate Governance Code and, where appropriate, the QCA Remuneration Committee Guide and associated guidance.

From Admission the Remuneration Committee will comprise Michael J. Kelly, David Anton and will be chaired by Akiko Mikumo.

As the Remuneration Committee will comprise all of the Independent Non-Executive Directors, this committee will also consider related party matters as they arise.

Nominations Committee The Nominations Committee will be responsible for consideration of future succession plans for Board members as well as to whether the New Board has the skills required effectively to manage the Enlarged Group. The Nominations Committee will also be responsible for, amongst other things, identifying and nominating members of the Board, recommending Directors to be appointed to each committee of the Board and the chair of each such committee. The Nominations Committee will also arrange for evaluation of the Board. The Nominations Committee will meet on an ad-hoc basis and from Admission will comprise Patrick DeSouza, Akiko Mikumo and will be chaired by Michael J. Kelly.

Strategy Committee The strategy committee will be responsible for reviewing and considering the following matters: (i) control over the strategy development and its implementation; (ii) acquisitions and business sale transactions; (iii) major investment projects, investment budget allocation and key financial targets.

From Admission the Strategy Committee will comprise Patrick DeSouza, Akiko Mikumo, Michael J. Kelly and will be chaired by David Anton.