Corporate Governance

The Audit and Risk Committee will have primary responsibility for monitoring the quality of internal controls, overseeing the Company’s risk management framework and ensuring that the financial performance of the Company is properly measured and reported on. It will receive and review reports from the Company’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit and Risk Committee will also have oversight of the Company’s finance arrangements, whistleblowing arrangements and Code of Conduct.

In accordance with the requirements of the QCA Code, the Audit and Risk Committee is made up of 2 (two) members, and both are independent non-executive directors. The Audit and Risk Committee is chaired by Laurence Marsland, an independent non-executive director and its other member will be Johan Ferreira, also an independent non-executive director. The Chief Financial Officer, Martin Page, attends meetings as a standing invitee. The Audit and Risk Committee will normally meet at least 3 (three) times a year at appropriate times, most notably in advance of the approval of half-year and full-year results.

The Remuneration Committee will review the performance of the Executive Directors, the Chair and the Management Team against agreed objectives and determine their remuneration, including base salary, bonus arrangements, long-term incentives and any share-based awards, ensuring alignment with the Company’s strategy and shareholder interests. The Remuneration Committee will also determine and recommend to the Board the remuneration of non-executive directors, ensuring it reflects their time commitment and responsibilities without compromising independence. Any member of the Remuneration Committee from time to time who is a participant in any management incentivisation programme shall recuse themselves from any discussions or decision-making in relation to any such programme.

In accordance with the requirements of the QCA Code, the Remuneration Committee is made up of at least 2 (two) independent non-executive directors and is majority independent. The Remuneration Committee is chaired by Johan Ferreira, an independent non-executive director and its other members will be Martyn Konig (non-independent) and Laurence Marsland. The Chief Executive Officer, Martin Horgan, and the Chief Financial Officer, Martin Page may attend meetings by invitation to provide context on performance and remuneration matters but each withdraws from any discussion on their own renumeration package. The Remuneration Committee will normally meet at least twice a year and as additionally required for remuneration decisions.

The Nomination Committee will have responsibility for reviewing the structure, size and composition (including the skills, knowledge and experience and diversity) of the Board, including relevant expertise in respect of the Company’s investing policy and independence of the Board as a whole from any substantial Shareholders. The Nomination Committee will give full consideration to succession planning for the Board and the Management Team, including maintaining a formal succession plan which is reviewed at least annually. The Nomination Committee will also oversee the annual Board and committee effectiveness evaluation process and review and make recommendations on the independence assessment of non-executive directors.

In accordance with the requirements of the QCA Code, the Nomination Committee is chaired by Johan Ferreira, an independent non-executive director. Its other member is Martyn Konig (non-independent). The Chief Executive Officer, Martin Horgan, and the Chief Financial Officer, Martin Page may attend meetings by invitation where the Committee’s consideration of the Board composition touches on the Company’s strategic direction and operational requirements. The Nomination Committee meets at least twice a year to conduct ordinary business and/or when Board composition changes are under consideration.