Audit Committee

The Committee currently consists of three independent non-executive directors including at least one member with recent and relevant financial experience. Also, within the committee, there are individuals who have retail and consumer brand experience.

The Committee has a schedule of regular, structured meetings and will consult with external auditors and senior management where appropriate. The Committee considers financial reporting and reviews the Group's accounting policies, annual statements and internal controls. In particular, any major accounting issues of a subjective nature are discussed by the Committee. The Committee also reviews internal and external audit activity and the effectiveness of the risk management process; significant risk issues are referred to the Board for consideration.

Terms of Reference

Nomination Committee

The Committee currently consists of the Chairman (who also chairs the Committee), the senior independent non-executive director and one independent non-executive director. The Committee will meet as required to fulfil its duties of reviewing the Board structure and composition and identifying and nominating candidates to fill Board vacancies as they arise.

The Committee will develop written specifications for each appointment and external consultants will be used, as necessary, to assist in identifying suitable candidates. The Chairman is responsible for providing a shortlist of candidates for consideration by the Board. The final candidate is then subject to formal nomination by the Committee and approval by the Board.

Terms of Reference

Remuneration Committee

The Committee consists of five independent non-executive directors and is chaired by a member who has served for at least 12 months on a Remuneration Committee prior to appointment. The Committee will meet as required. The Committee determines the remuneration of the executive directors and will review remuneration of senior management.

Third party remuneration consultants used this year and in prior years were assessed to be independent.

Terms of Reference