Directors' Responsibilities

The Audit Committee will meet at least twice a year and will have unrestricted access to the Company's auditors and other committees.The Audit Committee comprises Sanjay Saxena, Theresa Plummer Andrews and Kunchitapadam Balasubramanian (Chairman). The Audit Committee will, inter alia, determine and examine matters relating to the financial affairs of the Company including terms of engagement of the Company's auditors and, in consultation with the auditors, the scope of the audit. It will receive and review reports from management and the control systems in use throughout the Group.

The Remuneration Committee comprises Kunchitapadam Balasubramanian and Theresa Plummer-Andrews (Chairman). The Remuneration Committee will review and determine the Executive Directors' remuneration and benefits packages, including share options and the terms of their appointment. The Remuneration Committee will also make recommendations to the Board concerning the allocation of share options to employees.

The Nomination Committee comprises Theresa Plummer-Andrews and Kunchitapadam Balasubramanian (Chairman). The Nomination Committee is responsible for considering Board appointments, reviewing the Board structure, recommending the continuation (or not) in service of directors and overall (having regard to the interests of the Shareholders) seeking to ensure that a formal and transparent procedure exists for the appointment of new Directors.