Non-executive directors are independent.

Initial appointment of non-executive directors is by the board for a period of one year which has to be confirmed by shareholders at the first AGM following the appointment.

Re-election at the AGM is required every 3 years thereafter.

Termination is by either party and is:

• in the event of a takeover, 6 months written notice;
• in any other case, 3 months written notice;
• in the case of non-re-election at the AGM, immediate.

Remuneration is set by the board.

Non-executive directors are expected to devote such time as is necessary for the proper performance of their duties.

They are expected to:

• challenge constructively and help develop proposals for achieving the overall strategy;
• scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
• satisfy themselves on the integrity of financial information and that financial controls and systems of risk management are robust and defensible;
• be responsible for determining appropriate levels of remuneration of executive directors and have a prime role in appointing and, where necessary, removing senior management and in succession planning;
• devote time to developing and refreshing their knowledge and skills;
• uphold high standards of integrity and probity and support the chairman and executive directors in instilling the appropriate culture, values and behaviours in the boardroom and beyond;
• consider the views of shareholders and other stakeholders where appropriate.

They are expected to disclose the nature and extent of any direct or indirect interest they may have in any matter being considered at a board or committee meeting and, except as permitted under the Articles, will not vote on any resolution of the Board, or of one of its committees, on any matter where you have any direct or indirect interest.

Should the situation arise, they are immediately to report their own wrongdoing or the wrongdoing or proposed wrongdoing of any employee or other director of the group of which they become aware to the chairman of the board.

Unless specifically authorised by the board, they shall not enter into any legal or other commitment or contract on behalf of the group.

They must inform the chairman in advance of any changes to commitments outside the group which they have already declared and, in certain circumstances, seek the board’s agreement before accepting further commitments which either:

• might give rise to a conflict of interest or a conflict with any of their duties to the group; or
• which might impact on the time that they are able to devote to their role.