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Information & Services

Governance

Board of Directors

The Corporate Governance Code recommends that at least half the members (excluding the chairman) of the board of directors of a company with a premium listing should be non-executive directors, independent in character and judgment and free from relationships or circumstances which are likely to affect, or could appear to affect, their judgment.

The Corporate Governance Code recommends that the board should appoint one of its independent non-executive directors as senior independent director. The senior independent director should be available to shareholders if they have concerns that contact through the normal channels of the chairman, chief executive officer or chief operations officer has failed to resolve or where such contact is inappropriate. Simon Duffy is the senior independent director of the Board and will continue in this role following Admission.

The Board consists of one Executive Director and eight Non-Executive Directors. The Company regards this as an appropriate board structure. Other than William A. Franke, Andrew S. Broderick and Stephen L. Johnson, the Company regards all of its Non-Executive Directors as independent Non-Executive Directors within the meaning of “independent” as defined in the Corporate Governance Code and free from any business or other relationship which could materially interfere with the exercise of their independent judgment. Accordingly, the Company complies with the requirement of the Corporate Governance Code that at least half of the board (excluding the chairman) of a company with a premium listing should comprise of independent non-executive directors.

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