Board Committees

The Directors have established an audit committee (the “Audit Committee”), a remuneration committee (the “Remuneration Committee”) and a nomination committee (the “Nomination Committee”) with formally delegated roles and responsibilities. Each of these committees meets as and when appropriate save in the case of the audit committee which meets at least three times each year.

The Audit Committee

is chaired by James Stearns and also comprises Nick Rodgers. The Audit Committee, inter alia, determines and examines matters relating to the financial affairs of the Company including the terms of engagement of the Company’s auditors and, in consultation with the auditors, the scope of the audit.

It receives and reviews reports from management and the Company’s auditors relating to the half yearly and annual accounts and systems of accounting and internal control in use throughout the Group.

The Remuneration Committee

is chaired by Dr Debra Barker and also comprises Nick Rodgers and Aled Williams (non-executive directors). The Remuneration Committee reviews and make recommendations in respect of the Directors’ remuneration and benefits packages and that of senior employees, including share options and the terms of their appointment. The Remuneration Committee also makes recommendations to the Board concerning the allocation of share options to employees under the Share Scheme.

The Nomination Committee

is chaired by Nick Rodgers and also comprises Dr Debra Barker, Aled Williams (non-executive directors) and Neil Clark (CEO). The Nomination Committee monitors the size and composition of the Board and the other Board committees, is responsible for identifying suitable candidates for board membership and monitors the performance and suitability of the current Board on an ongoing basis.