Board Committees

Audit committee

The audit committee will be responsible for monitoring the integrity of the Company’s financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of the Company’s internal control and risk management systems, monitoring the effectiveness of the internal audit function and overseeing the relationship with the external auditors (including advising on their appointment, agreeing the scope of the audit and reviewing the audit findings).

The audit committee will initially comprise Ken Lever, Chris Batterham and Charmaine Eggberry and will be chaired by Ken Lever. The audit committee will meet up to three times a year at appropriate times in the reporting and audit cycle and otherwise as required. The audit committee will also meet regularly with the Company’s external auditors.

Remuneration committee

The remuneration committee will be responsible for determining and agreeing with the Board the framework for the remuneration of the executive Directors and other designated senior executives and, within the terms of the agreed framework, determining the total individual remuneration packages of such persons including, where appropriate, bonuses, incentive payments and share options or other share awards. The remuneration of Non-Executive Directors will be a matter for the chairman and the executive members of the Board. No Director will be involved in any decision as to his or her own remuneration.

The remuneration committee will initially comprise Charmaine Eggberry, Chris Batterham and Ken Lever and will be chaired by Charmaine Eggberry. The remuneration committee will meet at least twice a year and otherwise as required.

Nomination committee

The nomination committee will be responsible for board composition, succession planning, board evaluation and recommending new appointments to the board. The committee will make recommendations to the board and report to shareholders on their activities throughout the year.

The nomination committee will initially comprise Charmaine Eggberry, Chris Batterham, Ken Lever and Jason Kingdon. The committee will be chaired by Jason Kingdon. It will meet at least once a year and otherwise as required.