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Corporate Governance

The UK Corporate Governance Code

The Board is committed to high standards of governance and continues to work towards full compliance with the principles and provisions of the UK Corporate Governance Code (the Code).

The Board’s Role

The Board is responsible for providing leadership, setting the Company’s strategy and ensuring that the necessary resources are in place to achieve the agreed strategic aims and objectives. It also determines the Company’s key policies and reviews management and financial performance, and is accountable to its shareholders for the proper management of the Company. To achieve this, the Board directs and monitors the Company’s affairs within a framework of controls which enable risk to be assessed and managed effectively through clear procedures, lines of responsibility and delegated authorities.

Executive Chairman and Chief Executive Officer

The Chairman’s key responsibilities include leadership of the Board; ensuring its effectiveness in all aspects of its role and setting its agenda; and acting as the guardian and facilitator of the Board’s decision-making process, as well as ensuring effective implementation of the Board’s decisions. The Chairman is also responsible for ensuring open communications with shareholders. The Chief Executive Officer is responsible for the operational management of the Company’s business, developing strategy and commercial objectives in consultation with the Board, and then implementing such strategy. Together with the Chairman, the Chief Executive Officer provides the leadership of the Company, including representing the Company to its stakeholders including shareholders, financial institutions, employees, governments and the general public.

Non-Executive Directors

The Non-Executive Directors bring independent judgment on issues of strategy and resources, including key appointments and standards of conduct. They have a particular responsibility to challenge the performance of the executive management independently and constructively and to monitor the performance of the management team in the delivery of the agreed objectives and targets. All Non-Executive Directors undertake that they will have sufficient time to discharge their responsibilities effectively and any significant commitments are disclosed to the Board prior to appointment. Changes to such commitments are disclosed to the Board on an on-going basis.

Corporate Governance