Matters reserved to the Board

(Adopted by the Board on 18 December 2003 and last updated on 1 March 2011)

Directors’ duties

It is the duty of the Company’s Directors to promote the success of the Company. Directors must have regard to the section 172 of the Companies Act 2006 principle of promoting the success of the Company for the benefit of members as a whole. In doing so Directors must have regard, amongst other things, to the following:-

a. the likely consequences of any decision in the long term;

b. the interests of the Company’s employees;

c. the need to foster business relationships;

d. the impact of the Company’s operations on community and environment;

e. the desirability of the Company maintaining reputation for high standards of business and conduct; and

f. the need to act fairly as between members.

Companies Act / Listing Rules requirements:

1.1 Approval of preliminary announcements of final results, half year results and interim management statements;

1.2 Approval of annual reports and accounts and of interim reports;

1.3 Approval of dividend policy including declarations of interim dividends and recommendations to shareholders of final dividends;

1.4 Approval of any significant changes in accounting policies or practices;

1.5 Approval of resolutions and supporting circulars to be issued to shareholders for consideration at general meetings; and

1.6 Remuneration of external auditor and recommendations for appointment or removal of external auditor.

Strategy and Management of Business:

2.1 Approval of the Group’s strategy and annual operating budgets;

2.2 Review of performance in the light of the agreed strategy, objectives, business plans and budgets and ensuring that any necessary corrective action is taken;

2.3 Approval of material changes to the business and geographic operation of the Group’s activities;

2.4 Changes to the Company’s capital structure or legal status;

2.5 Appointments of third parties to the boards of Group subsidiary companies;

2.6 Capital expenditure in accordance with the limits set out in the schedule of delegated authorities issued from time to time;

2.7 Material contracts in the ordinary course of business above the financial limits as set out in the delegated responsibilities document;

2.8 Contracts not in the ordinary course of business;

2.9 Risk management strategy and internal controls;

2.10 On the recommendation of the Audit Committee consider the need for an internal audit function.

2.11 Approval of the overall levels of insurance for the Group including Directors’ and Officers’ liability insurance and indemnification of directors.

Board membership and committees:

3.1 Appointments of executive and non-executive Directors;

3.2 Appointment of the Chairman of the Board and the Chief Executive and the respective division of responsibilities between the roles;

3.3 Terms and conditions of appointment (including fees) of non-executive Directors (including the Chairman);

3.4 Board committees – appointments and removals of members including Chairmanship;

3.5 Terms of reference of each Board Committee;

3.6 Receiving reports from Board Committees on their activities;

3.7 Delegations of authority by the Board;

3.8 Appointment of Senior Independent Director;

3.9 Determining the independence of directors;

3.10 Directorships of external companies by Directors and other senior employees;

3.11 Appointment and removal of the Company Secretary.

Miscellaneous:

4.1 Changes to the Group’s pension schemes including funding level and changes of trustees;

4.2 Formulation of the policy regarding charitable and political donations;

4.3 Approval of the Group’s Health and safety policy, Environmental policy, Share Dealing Code, Business Code of Conduct and Whistle Blowing Service;

4.4 Approval of the Group’s principal professional advisors and any changes thereto;

4.5 Approval of new share incentive plans (subject to shareholder approval);

4.6 The Board should agree on specific objectives for the Board at the start of the financial year and monitor ongoing performance and achievement of those agreed objectives.

4.7 Undertaking a formal and rigorous annual review of its performance, its committees and individual directors taking into account the objectives agreed under 4.6 above. This annual review should be externally facilitated at least once every three years.

4.8 Any other matter reserved to the Board.

4.9 Any proposed changes to this schedule of Matters reserved for the Board.