STATEMENT OF DIRECTORS’ RESPONSIBILITIES
IN RESPECT OF THE DIRECTORS’ REPORT AND THE FINANCIAL STATEMENTS

The directors are responsible for preparing the Directors’ Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the group and the parent company financial statements in accordance with UK applicable law and Accounting Standards (UK Generally Accepted Accounting Practice).

The group and parent company financial statements are required by law to give a true and fair view of the state of affairs of the group and the parent company and of the profit or loss for that period.

In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and estimates that are reasonable and prudent;

• state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and the parent company will continue in business.

The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the
financial position of the parent company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the group and to prevent and detect fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

COMMITTEES

The Audit Committee which consists of George Elliott and Peter Denyer, is chaired by George Elliott. It meets twice a year and is responsible for monitoring the quality of internal control, ensuring that the financial performance of the Group is properly measured and reported on, meeting with the auditors and reviewing reports from the auditors relating to accounting and internal controls. It meets with the auditors at least once a year.

The Remuneration Committee is chaired by Peter Denyer and also comprises George Elliott and Kenneth Innocent. It reviews the performance of executive directors and sets the scale and structure of their remuneration and reviews the basis of their service agreements with due regard for the interests of shareholders. The Remuneration Committee also makes recommendations to the directors concerning the allocation of share options to employees. No director is permitted to participate in discussions or decisions concerning his own remuneration.

The Nomination Committee is chaired by George Elliott and also comprises Peter Denyer, Bill Miller and Kenneth Innocent. The Committee was established in 2007 and is scheduled to meet at least once a year and at such other times as the chairman of the Committee requires.