(a) Combined Code
The Directors support high standards of corporate governance. Following Admission, they intend to comply fully with the Combined Code, save as set out in paragraph (b) below.

(b) The Board Structure
With the exception of Sion Kearsey, the Company regards all of its Non-Executive Directors as independent as defined in the Combined Code and free from any business or other relationship which could materially interfere with the exercise of their independent judgement. Sion Kearsey, who is a significant Shareholder and represents the Principal Shareholders on the Board, is not considered independent. Tim Bunting has been nominated as the senior independent director, as recommended by the Combined Code, to be available to the shareholders in the event that contact through the normal channels of the Chairman, Chief Executive Officer or Chief Finance Officer would be inappropriate or has been unsuccessful.

Under the terms of the Relationship Agreement entered into between the Company and the Principal Shareholders (as described under paragraph 5 below headed ''Significant Shareholders'' in this Part IX) the Principal Shareholders have rights to appoint one Non-Executive Director to the Board and to the nomination committee of the Board. Such rights are retained only for so long as the Principal Shareholders hold 15 per cent., taken together, or more of the Ordinary Shares. The current nominee is Sion Kearsey.

With effect from Admission, the Board has established an audit committee, a remuneration committee and a nomination committee.

(c) Audit Committee

The audit committee is chaired by David Tilston and its other members are Tim Bunting and Tony Illsley. The audit committee will meet not less than two times a year and will have responsibility for, among other things, monitoring the integrity of the Group's financial statements and reviewing its summary financial statements. It will oversee the Group's relationship with its external auditors (including advising on their appointment), review the effectiveness of the external audit process and consider the extent of the non-audit work undertaken by external auditors. The committee will give due consideration to laws and regulations, the provisions of the Combined Code and the requirements of the Listing Rules. It will also have responsibility for reviewing the effectiveness of the Group's system of internal controls and risk management systems. The ultimate responsibility for reviewing and approving the interim and annual financial statements remains with the Board. The Board considers that David Tilston has recent and relevant financial experience. Further details are set out in David Tilston's biography in paragraph 1(a) above, headed ''Board of Directors''.

Audit Committee Terms of Reference

(d) Remuneration Committee

The remuneration committee is chaired by Tony Illsley and its other members are Philip Nolan and David Tilston.

The remuneration committee will meet not less than two times a year and will have responsibility for making recommendations to the Board (i) on the Group's policy on remuneration of senior managers, (ii) for the determination, within agreed terms of reference, of the remuneration of the Chairman and of specific remuneration packages for each of the Executive Directors and the Senior Managers, including pension rights and any compensation payments and (iii) for the implementation of employee share plans (see paragraph 9 of Part XVI: ''Additional Information'').

The remuneration committee will also ensure compliance with the Combined Code in this respect and monitor the remuneration of the Senior Managers. The remuneration committee will also generate the remuneration report.

Remuneration Committee Terms of Reference

(e) Nomination Committee

The nomination committee is chaired by Philip Nolan and its other members are Tim Bunting and Sion Kearsey, the nominee of the Principal Shareholders. The committee will meet at least once a year and will, with effect from Admission, have responsibility for making recommendations to the Board on the composition of the Board and its committees, identifying potential candidates to be appointed as Directors and making recommendations to the Board on retirements and appointments of additional and replacement Directors (including succession planning) and ensuring compliance with the Combined Code.

Nomination Committee Terms of Reference