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Corporate Governance

Rebecca Adlington OBE – Speakers and Legends

Management Committees

Remuneration Committee

The composition of the Remuneration Committee is disclosed in our annual report and comprises solely Non-Executive Directors. The Remuneration Committee, on behalf of the Board, as an when necessary to review and approve as appropriate the contract terms, remuneration and other benefits of the Executive Directors and senior management and major remuneration plans for the Group as a whole.

The Remuneration Committee approves setting of objectives of the Executive Directors and authorises their annual bonus payments for achievement of objectives.

The Remuneration Committee approves remuneration packages sufficient to attract and motivate Executive Directors required to run the Group successfully, but does not pay more than is necessary for this service.

All the decisions of the Remuneration Committee on remuneration matters in the period ending 31 December 2012 were reported to and endorsed by the Board. Further details of the Group’s policies on remuneration and service contracts and are given in the Directors’ remuneration report in our annual report.

Audit Committee

The Audit Committee comprises solely Non-Executive Directors. By invitation, the meeting of the Audit Committee may be attended by other Directors and the external auditor. The Committee meets not less than twice annually.

The Audit Committee oversees the monitoring of the adequacy and effectiveness of the Group’s internal controls, accounting policies and financial reporting and provides a forum for reporting by the Group’s external auditor. Its duties include keeping under review the scope and results of the audit and its effectiveness, consideration of management’s responses to any major audit recommendations and the independence and objectivity of the external auditors. This will include taking into consideration relevant UK professional and regulatory requirements and to develop and implement policy on the engagement of the external auditor to supply non-audit services, taking into account relevant ethical guidance.