Corporate Governance

The Audit and Risk Committee would assist the New Holdco Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including reviewing the New Holdco’s annual and half-yearly financial statements, making recommendations on the appointment, reappointment and removal of the external auditor, monitoring the independence of the external auditor, reviewing the objectivity and effectiveness of the audit process and reviewing the scope of the audit and non-audit work undertaken by the external auditor.

The terms of reference of the Audit and Risk Committee would cover such issues as membership and the frequency of meetings, as mentioned above, together with requirements for the quorum for and the right to attend meetings, reporting responsibilities and the authority of the Audit and Risk Committee to carry out its duties.

The UK Corporate Governance Code, as it would apply to the New Holdco from any Admission, recommends that the Audit and Risk Committee comprises at least two members who are both Independent Non-Executive Directors and includes one member with recent and relevant financial experience. The chair of the New Holdco Board should not be a member of the Audit and Risk Committee. The Board considers that the New Holdco would, from any Admission, comply with the requirement of the UK Corporate Governance Code in that regard.

The Audit and Risk Committee would be made up of a minimum of two members, both of whom would be Independent Non-Executive Directors, and would include one member with recent and relevant financial experience. The Audit and Risk Committee would be chaired by Seonna Anderson.

The Audit and Risk Committee would meet at least four times a year and otherwise as the chair shall require and as requested by the internal or external auditor.

The Remuneration Committee would assist the New Holdco Board in determining its responsibilities in relation to remuneration, including making recommendations to the New Holdco Board on the New Holdco’s policy on remuneration, determining the individual remuneration packages, including pension rights and any compensation payments of each of the New Holdco’s Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, their direct reports including the Chief Technical Officer, the Company Secretary and the chair of the Board and the senior management team. The Remuneration Committee would also be responsible for considering and making recommendations to the New Holdco Board with regard to the design and targets in relation to share plans and equity incentive plans and reviewing the ongoing appropriateness and relevance of the remuneration policies of the Group.

The terms of reference of the Remuneration Committee would cover such issues as membership and the frequency of meetings, as mentioned above, together with requirements for the quorum for and the right to attend meetings, reporting responsibilities and the authority of the Remuneration Committee to carry out its duties.

The UK Corporate Governance Code, as it would apply to the New Holdco from any Admission, recommends that the Remuneration Committee comprises at least two members who are both Independent Non-Executive Directors. The chair of the New Holdco Board should not be a member of the Remuneration Committee if they were not “independent” on appointment and, in any case, should not chair the Remuneration Committee. The chair of the Remuneration Committee should have served on a remuneration committee for at least 12 months. The Board considers that the New Holdco would, from any Admission, comply with the requirement of the UK Corporate Governance Code in that regard.

The Remuneration Committee would be made up of a minimum of two members, both of whom would be Independent Non-Executive Directors. The Remuneration Committee would be chaired by Simon Cooper.

The Remuneration Committee would meet at least three times a year and otherwise as the chair shall require.

The Nomination Committee would assist the New Holdco Board in reviewing the structure, composition and make-up of the New Holdco Board and any committees of the New Holdco Board, succession planning, evaluating the balance of skills, experience, independence and knowledge on the New Holdco Board and leading the process for board appointments and making recommendations to the New Holdco Board on such matters. It would also be responsible for assisting with any evaluation process to assess the overall and individual performance of the New Holdco Board and its committees and reviewing the policies on diversity and progress on achieving objectives under those policies.

The terms of reference of the Nomination Committee would cover such issues as membership and the frequency of meetings, as mentioned above, together with requirements for the quorum for and the right to attend meetings, reporting responsibilities and the authority of the Nomination Committee to carry out its duties.

The UK Corporate Governance Code recommends that a majority of the members of the Nomination Committee should be Independent Non-Executive Directors. The Board considers that the New Holdco would, from any Admission, comply with the requirement of the UK Corporate Governance Code in that regard.

The Nomination Committee would be made up of a minimum of two members, a majority of whom would be Independent Non-Executive Directors. The Nomination Committee would be chaired by Elaine O’Donnell.

The Nomination Committee would meet at least once per financial year of the Company and otherwise as the chair shall require.

The New Holdco Board would, from any Admission, establish the Disclosure Committee to ensure timely and accurate disclosure of all information that is required to be disclosed to the market to meet the legal and regulatory obligations and requirements arising from the listing of the New Holdco’s securities on the London Stock Exchange, including the Disclosure Guidance and Transparency Rules, the UK Listing Rules and the UK Market Abuse Regulation.

The Disclosure Committee would, with effect from any Admission, meet at such times as shall be necessary or appropriate, as determined by the chair of the Disclosure Committee or, in their absence, by any other member of the Disclosure Committee. The Disclosure Committee would need to have at least three members.

The initial members of the Disclosure Committee would be the chair of the Audit and Risk Committee, the Chief Executive Officer, the Chief Financial Officer and Chief Operating Officer and the New Holdco’s General Counsel and Company Secretary. The Disclosure Committee would, from any Admission, be chaired by Seonna Anderson.

The Company intends that the New Holdco would adopt, in the event of and with effect from any Admission, a code of securities dealings in relation to the Shares and a policy with respect to entry into transactions with persons related to the New Holdco which would aid compliance with the UK Market Abuse Regulation and would apply to the New Holdco Directors and other relevant employees of the New Holdco.