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Board Committees

The Board has established the following four Committees to assist in the discharge of its responsibilities:

Audit Committee

The Audit Committee is chaired by Ian Dyson. The Committee takes responsibility for reviewing the integrity of the Group's financial reporting systems, the effectiveness of internal controls and risk management systems and the appointment and work of the internal and external auditors. The external auditor and the Head of Global Internal Audit both have direct access to the Committee.

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Corporate Responsibility Committee

The Corporate Responsibility Committee is chaired by Jennifer Laing. It is responsible for considering the strategy, policies, management, measurement systems and key programmes and projects for Corporate Responsibility across the Group.

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Nomination Committee

The Nomination Committee is chaired by the Chairman of the Board. Its responsibilities include reviewing the structure, size and composition of the Board, advising on succession planning and making appropriate recommendations to ensure the Board retains the appropriate level of skills and experience.

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Remuneration Committee

The Remuneration Committee is chaired by Luke Mayhew. The Committee agrees, on behalf of the Board, all aspects of the remuneration of the Executive Directors and the Executive Committee members, and agrees the strategy, direction and policy for the remuneration of other senior executives who have a significant influence over the Company's ability to meet its strategic objectives.

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Management Committees

We also have the following Management Committees:

Executive Committee

The Executive Committee is chaired by the Chief Executive Officer. It consists of the Executive Directors and the most senior executives from the Group. Its role is to consider and manage a range of important strategic and business issues facing the Group. It is responsible for monitoring the performance of the business. It is authorised to approve capital and revenue investment within levels agreed by the Board. It reviews and recommends to the Board the most significant investment proposals.

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Disclosure Committee

The Disclosure Committee, chaired by the Group's Financial Controller, and comprising the Company Secretary and other senior executives, reports to the Chief Executive Officer, the Chief Financial Officer and to the Audit Committee. Its duties include ensuring that information required to be disclosed in reports pursuant to UK and US accounting, statutory or listing requirements, fairly represents the Group's position in all material respects.

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General Purposes Committee

The General Purposes Committee comprises any one Executive Committee member together with a senior officer from an agreed and restricted list of senior executives. It is always chaired by an Executive Committee member. It attends to business of a routine nature and to the administration of matters, the principles of which have been agreed previously by the Board or an appropriate Committee.

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Last updated 27 January 2014

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