Division of Duties

1.1 The Chairman reports to the Board (the "Board").

1.1 The Chief Executive Officer reports to the Chairman (acting on behalf of the Board) and to the Board directly.

2.1 The Chairman is responsible for the effective running of the Board.

2.1 The Chief Executive Officer is responsible for running the Group's business.

2.2 The Chairman is responsible for ensuring that the Board as a whole plays a full and constructive part in the development and determination and approval of the Group's strategy and overall objectives.

2.2 The Chief Executive Officer is responsible for proposing and developing the Group's strategy and overall objectives, which he does in close consultation with the Chairman and the Board.

2.3 The Chairman is the guardian of the Board's decision making processes, and for ensuring that the Board reviews implementation of key decisions.

2.3 The Chief Executive Officer is responsible, with the executive team, for implementing the decisions of the Board and its Committees and delivering against the agreed strategy and objectives.

3.1 Running the Board and setting its agenda.

3.1 Providing input to the Board's agenda from himself and other members of the executive team.

3.2 Ensuring that Board agendas take full account of the important issues facing the Group and the concerns of all Board members. There should be an emphasis on strategic issues and important operational matters where the Board can add value.

3.2 Ensuring that he maintains a dialogue with the Chairman on the important and strategic issues facing the Group, and proposing Board agendas to the Chairman which reflect these.

3.3 Ensuring that the Board receives accurate, timely and clear information on:

• the Group's performance;
• the issues, challenges and opportunities facing the Group; and
• matters reserved to it for decision.

3.3 Ensuring that the executive team gives appropriate priority to providing reports to the Board which contain accurate, timely and clear information.

3.4 Ensuring, with the advice of the Company Secretary where appropriate, compliance with the Board's approved procedures, including the Schedule of Matters Reserved for the Board for its decision and each Committee's Terms of Reference.

3.4 Ensuring, in consultation with the Chairman and the Company Secretary as appropriate, that he and the executive team comply with the Board's approved procedures, including the Schedule of Matters Reserved for the Board for its decision and each Committee's Terms of Reference.

3.5 Arranging informal meetings of the directors, including meetings of the non-executive directors at which the executive directors are not present, as required to ensure that sufficient time and consideration is given to complex, contentious or sensitive issues.

3.5 Ensuring that the Chairman is alerted to forthcoming complex, contentious or sensitive issues affecting the Group of which he might not otherwise be aware.

3.6 Proposing to the Board, in consultation with the Chief Executive Officer, Company Secretary and Committee Chairmen as appropriate:

• a Schedule of Matters Reserved for the Board for its decision;
• Terms of Reference for each Board Committee; and
• other Board policies and procedures.

3.6 Providing input to the Chairman and Company Secretary on appropriate changes to the Schedule of Matters Reserved for the Board and Committee Terms of Reference.

3.7 Chairing the Nomination Committee, and, in that role, initiating change and succession planning in Board appointments to retain and build an effective and complementary Board, and to facilitate the appointment of effective and suitable members and Chairmen of Board Committees.

3.7 Providing information and advice on succession planning to the Chairman and the Nomination Committee, and other members of the Board, particularly in respect of executive directors.

3.8 Proposing, in conjunction with the Nomination Committee, the membership of Board Committees and their Chairmen.

3.8 If so appointed by the Board, serving on the Nomination Committee.

3.9 The Chairman will, from time to time, consult with major shareholders directly and will ensure that there is effective communication by the Group with its shareholders, including the Chief Executive Officer, Chief Financial Officer and other executive management, ensuring that members of the Board develop an understanding of the views of the major investors in the Group and are informed of shareholders views and concerns.

3.9 Leading the communication programme with shareholders.

3.10 Taking the lead in providing a properly constructed induction programme for new directors, facilitated by the Company Secretary.

3.10 Commenting on induction programmes for new directors and ensuring that appropriate management time is made available for the process.

3.11 Taking the lead in identifying and seeking to meet the development needs both of individual directors and of the Board as a whole, assisted by the Company Secretary.

3.11 Ensuring that the development needs of the executive directors and other senior management reporting of him are identified and met.

3.12 Ensuring that the performance of the Board as a whole, its Committees, and individual directors is formally and rigorously evaluated at least once a year.

3.12 Ensuring that performance reviews are carried out at least once a year for each of the executive directors. Providing input to the wider Board evaluation process.

3.13 Promoting the highest standards of integrity, probity and corporate governance throughout the Group and particularly at Board level.

3.13 Promoting, and conducting the affairs of the Group with the highest standards of integrity, probity and corporate governance.

4.1 Any amendments to this statement are a Matter Reserved for the Board.