Audit Committee

The Audit Committee meets regularly and will invite the Chief Financial Officer and the internal and external auditors to attend for part or all of each meeting. The internal and external auditors have unrestricted access to the documentation produced by the Audit Committee and its chairman. The Audit Committee considers all matters relating to financial controls and reporting, internal and external audits, the scope and results of the audits, the independence and objectivity of the auditors, the regulatory position and risk profile of the group and internal financial controls. The audit committee may hold private sessions with the external auditors and the internal auditors, at which management and executive directors will not be present.

The UK Corporate Governance Code recommends that the audit committee should comprise of at least three members being Non-Executive Directors who are deemed independent for UK Corporate Governance Code purposes and at least one member should have recent and relevant financial experience. The Audit Committee is chaired by Helmut Kern and its other members are Tim Bristow and Rod Perry. Helmut Kern has recent and relevant financial experience. The Directors therefore consider that the Audit Committee complies with the UK Corporate Governance Code recommendations regarding the Audit Committee.

Terms of Reference of the Audit Committee