Committees and Terms of Reference

Terms of Reference of the Playtech Committees

Terms of reference of the Audit Committee (approved at a meeting of the board of directors held on 17 March 2006)

Introduction
The Combined Code on Corporate Governance (the “Combined Code”) states that “the board should establish an audit committee…”.

Copies of the Combined Code and the Smith Guidance on Audit Committees, should members of the Audit Committee need to consult them, can be obtained from the Company Secretary.

Membership
The board of directors (the “Board”) of Playtech Limited (the “Company”) has resolved to establish a committee of the Board to be known as the Audit Committee in order to determine and apply policy on behalf of the Board to the financial reporting and internal control principles of the Company and for maintaining an appropriate relationship with the Company’s auditors.

Membership of the Audit Committee shall consist of at least two members, each being a non-executive director. At least one member of the Audit Committee should have recent and relevant financial experience.

The members of the Audit Committee for the time being shall be appointed by the Board but on the recommendation of the Nomination Committee and in consultation with the chairman of the Audit Committee.

Subject to the normal periodic re-election of directors, a member of the Audit Committee shall serve an initial term of three years which may be extended by no more than two additional three year periods, so long as the member continues to be a non executive director.

Quorum
A quorum shall be two members of the Audit Committee. A duly convened meeting of the Audit Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Audit Committee. All reasonable efforts shall be made to give notice of meetings of the Audit Committee to all members and invitees and to arrange such meetings so that all members and invitees are able to attend.

Chairman
The Board shall appoint one of the members of the Audit Committee to be chairman of the Audit Committee. If the chairman is not present at a meeting of the Audit Committee, then the remaining members present shall elect one of their number to chair the meeting.

The chairman of the Audit Committee shall be available to answer questions through the chairman of the Board on the report on the Audit Committee’s activities and matters falling within its terms of reference at the annual general meeting of the Company.

Attendance
No one other than the chairman of the Audit Committee and its members is entitled to be present at a meeting of the Audit Committee. Attendance at meetings of the Audit Committee by non-members, such as the chairman of the Board, the chief executive and other members of the Board, shall be at the discretion of the Audit Committee, but the finance director and the Company’s auditor and its internal auditors (if any) will normally be invited to attend meetings of the Audit Committee. The Audit Committee shall each year have at least one meeting, or part of a meeting, with the Company’s auditor and its internal auditors (if any) without any member of the Company’s management present to discuss matters relating to the remit of the Audit Committee and any issues arising from the audit.

The company secretary shall be the secretary of the Audit Committee and shall attend all of its meetings and shall prepare and circulate to members and all other non-executive directors (and invitees as appropriate) all information and papers in a timely manner to enable them to give full and proper consideration to the issues. The company secretary shall prepare minutes of the Audit Committee meetings and shall circulate them to all members of the Audit Committee and to the chairman and other members of the Board.

Frequency of meetings
The Audit Committee shall meet as frequently as the chairman, in consultation with the company secretary, shall require and also at regular intervals to deal with routine matters and, in any event, not less than three times in each financial year. Any member of the Audit Committee, the Company’s auditor or its internal auditors (if any) may request a meeting if he/she considers that one is necessary or expedient.

Meetings will be arranged to coincide with key dates within the company’s financial reporting and audit cycle where appropriate. A sufficient interval should be allowed between meetings of the Audit Committee and meetings of the Board to allow any work arising from a meeting of the Audit Committee to be carried out and reported to the Board as appropriate.

Authority
The Audit Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee or director of the company, or any consultant or other provider of services to the Company. All employees, directors, consultants and other providers of services are directed to co-operate with requests for information made by the Audit Committee including requests to attend meetings of the Audit Committee.

The Audit Committee is authorised by the Board to obtain any outside legal or other independent professional advice at the cost of the company as it considers appropriate in relation to matters within its terms of reference and to secure the attendance at its meetings of outsiders with relevant experience and expertise if it considers this necessary or expedient.

Responsibilities
The Audit Committee has the responsibilities set out below for the Company and also for its major subsidiary undertakings and for the group as a whole as appropriate.

The Audit Committee shall:

satisfy itself that the annual accounts, the preliminary statement of financial results, the interim statement of financial results, announcements relating to the Company’s financial performance and any other major financial statements issued by the company follow generally accepted accounting principles and give a fair and meaningful account of the affairs of the Company, of its subsidiary undertakings and of the group as a whole as appropriate. The Audit Committee should review significant financial reporting judgments contained in these statements and announcements. The Audit Committee shall also review summary financial statements, significant financial returns to regulators and any financial information contained in certain other documents, such as announcements of a price sensitive nature. The requirements of this paragraph should be met whenever practicable;
satisfy itself that matters raised by its members or the Company’s auditor or the Company’s internal auditors (if any) about any aspect of the accounts or of the Company’s control and audit procedures are appropriately considered and, if necessary, brought to the attention of the Board and resolved;
review the annual financial statements of the Company’s pension funds where they are not reviewed by the Board as a whole;
consider and make appropriate recommendations to the Board for the shareholders to consider at the annual general meeting relating to the appointment, re-appointment and removal of the Company’s auditor. The Audit Committee shall oversee the process for selecting a new Company auditor. If the Company’s auditor resigns, the Audit Committee shall investigate the issues leading to the resignation and shall decide whether any action is required;
meet with the Company’s auditor to discuss and review, before the start of each annual audit, the nature and scope of the audit, the annual audit plan (in order to ensure that it is consistent with the scope of the audit engagement) and the level of the audit fee (in order to ensure that it is appropriate to enable an adequate audit to be conducted). The Audit Committee shall, taking into consideration relevant UK professional and regulatory requirements, discuss annually with the Company’s auditor its qualifications, expertise, resources, independence and objectivity and the effectiveness of the audit process. The Audit Committee shall ensure that key partners within the appointed firm are rotated at appropriate intervals;
satisfy itself that there are no family, employment, investment, financial, business or other relationships between the auditor and the Company other than in the ordinary course of business. The Audit Committee shall agree with the Board and monitor and implement a policy on the employment of former employees of the Company’s auditor;
ensure co-ordination where more than one audit firm is involved;
request and review an annual report from the Company’s auditor on its quality control procedures and review steps taken by the Company’s auditor to respond to changes in regulatory and other requirements;
recommend to the Board the audit fee and approve the terms of engagement of the Company’s auditor. The Audit Committee shall approve in advance any fees in respect of non-audit services provided by the Company’s auditor. The Audit Committee shall review, monitor and implement a policy on the engagement of the Company’s auditor to supply other professional services to the Company and its subsidiary undertakings to ensure that the Company’s auditor continues to be objective and remains independent from the Company’s management whilst still providing value for money. The Audit Committee shall take into account relevant ethical guidance;
review any representation letter requested by the Company’s auditor before it is signed by any member of the management of the Company;
review the Company’s auditor’s management letter and the response of the Company’s management to it;
meet with the Company’s auditor to discuss and review the findings of the audit. This shall include (but not be limited to) a discussion of:
- any major issues which arise during the audit;
- any accounting and audit judgments; and
- levels of errors identified during the audit;
review the company’s arrangements for its employees to raise concerns in confidence about possible wrongdoing in financial reporting or other matters. The Audit Committee shall ensure that these arrangements allow proportionate and independent investigation of these matters and appropriate follow up action;
review, and challenge where necessary, the actions and judgments of the Company’s management in relation to the interim and annual financial statements before submission to the Board, paying particular attention to:
- critical accounting policies and practices, any changes in them and the consistency of them on a year-on-year basis both across the Company and across the group (as appropriate);
- decisions requiring a major element of judgment taking into account the view of the Company’s auditor;
- the extent to which the financial statements are affected by any significant or unusual transactions in the year under review, how they are accounted for where different approaches are possible and how they are disclosed;
- the clarity of disclosures and the context in which statements are made;
- significant adjustments resulting from the audit;
- the going concern assumption;
- compliance with accounting standards taking into account the view of the Company’s auditor;
- compliance with stock exchange and other legal and regulatory requirements;
- reviewing all material information presented with the financial statements to the extent that it relates to audit and risk management, including the relevant sections of the operating and financial review and the corporate governance statement prior to endorsement by the Board;
- reviewing the policies and process for identifying and assessing business risks and the management of those risks by the Company;
- discuss problems and reservations arising from the interim and final audits, and any matters the Company’s auditor may wish to discuss (in the absence of the Company’s management where necessary);
- consider the Company’s management’s response to any major external or internal audit recommendations;
- monitor and review the effectiveness of the Company’s financial reporting and controls and its systems for internal control and risk management (for both financial and non-financial risks). The Audit Committee shall review management’s and the internal auditor’s reports on the effectiveness of these systems and shall review and approve the statements on internal control and risk management to be included in the Company’s annual report prior to its endorsement by the Board;
- monitor and review the effectiveness of the internal audit function in the context of the Company’s risk management system, its remit and the annual internal audit plan, ensure co-ordination between the internal and external auditors and ensure that the internal audit function is adequately resourced and has appropriate access to information to enable it to be effective and comply with relevant professional standards;
- ensure that the internal audit function has appropriate standing within the Company and is free from management or other restrictions;
- review promptly all reports on the Company from the internal auditor and ensure that the head of internal audit has direct access to the chairman of the Board and to the Audit Committee;
- approve the appointment or removal of the head of internal audit;
- where no such internal audit function exists, review annually the need for one and make an appropriate recommendation to the Board;
- institute special projects or investigations on any matter within the Audit Committee’s terms of reference as it sees fit, following consultation with the finance director. The Audit Committee shall be provided with the necessary resources to access information for these purposes. The Audit Committee shall review any significant findings of internal investigations. Additionally, it shall consider from time to time whether any special remit should be referred to the Company’s auditor or to any other external body;
- make available its terms of reference explaining clearly its role and the authority delegated to it by the Board;
- ensure that it receives appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members;
- give due consideration to legal and regulatory requirements, the provisions of the Combined Code as appropriate; and
- consider any other matter specifically referred to the Audit Committee by the Board.

Reporting procedures
The Audit Committee shall report to the Board after each meeting on all matters within its terms of reference. The Audit Committee shall identify any matters in respect of which it considers that action or improvement is needed, making recommendations as to the steps to be taken.

A summary of the Audit Committee’s duties and work, including the membership of the committee, the number of committee meetings held, attendance over the course of the year and reference to examination of the annual accounts, shall be included each year in the Company’s annual report.

The Audit Committee shall conduct an annual review of its constitution, its performance and effectiveness, its work and these terms of reference and make recommendations to the Board.

The chairman or at least one other member of the Audit Committee shall attend the meeting of the Board at which the accounts are approved.

Terms of reference to be made available
The Audit Committee should make available these terms of reference explaining its role and the authority delegated to it by the Board. The requirement to make this information available would be met by making such information available on request.

Terms of reference of the Remuneration Committee (approved at a meeting of the board of directors held on 17 March 2005)

Introduction
The Combined Code on Corporate Governance (the “Combined Code”) states that:
“Companies should establish a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors. No director should be involved in deciding his or her own remuneration”.

It further provides that:
“The board should establish a remuneration committee… [which] should make available its terms of reference, explaining its role and the authority delegated to it by the board”.

Membership
The board of directors (the “Board”) of Playtech Limited (the “Company”) has resolved to establish a committee of the Board to be known as the Remuneration Committee to determine and apply policy on behalf of the Board to the remuneration and benefits of executive directors and to ensure compliance with best practice.

Membership of the Remuneration Committee shall consist of at least two members, each being a non-executive director.

The members of the Remuneration Committee for the time being shall be appointed by the Board but on the recommendation of the Nomination Committee and in consultation with the chairman of the Remuneration Committee.

Subject to the normal periodic re-election of directors, a member of the Remuneration Committee shall serve a term of three years which may be extended by no more than two additional three year periods, so long as the member continues to be a non executive director.

Quorum
A quorum shall be two members of the Remuneration Committee. A duly convened meeting of the Remuneration Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Remuneration Committee. All reasonable efforts shall be made to give notice of meetings of the Remuneration Committee to all members and invitees and to arrange such meetings so that all members and invitees are able to attend.

Chairman
The Board shall appoint one of those of the members of the Remuneration Committee who is an independent non-executive director to be the chairman of the Remuneration Committee. The chairman of the Board shall not be the chairman of the Remuneration Committee. If the chairman is not present at a meeting of the Remuneration Committee, then the remaining members present shall elect one of their number to chair the meeting.

The chairman of the Remuneration Committee shall be available to answer questions through the chairman of the Board on the report on the Remuneration Committee’s activities and matters falling within its terms of reference at the annual general meeting of the Company.

The chairman of the Remuneration Committee shall report to the Board to enable it to report to the Company’s shareholders on remuneration matters as specified in the Combined Code.

Attendance
No one other than the chairman of the Remuneration Committee and its members is entitled to be present at a meeting of the Remuneration Committee. Attendance at meetings of the Remuneration Committee by non-members, the chairman of the Board, the chief executive and other members of the Board shall be at the discretion of the Remuneration Committee.

The chief executive of the Company may be invited to attend meetings of the Remuneration Committee to advise its members and shall be invited to discuss the performance of the other executive directors and to make proposals as necessary. For the avoidance of doubt, the chief executive shall not be entitled to advise or participate in discussions or decisions relating to his or her own remuneration.

Professional advisers and other persons with relevant experience, including other executive directors of the Company and the head of human resources, may attend all meetings or part of a meeting of the Remuneration Committee by invitation provided that no person shall attend during the Remuneration Committee’s deliberations concerning that person’s own remuneration. Where remuneration consultants are appointed, a statement should be made available of whether they have any other connections with the Company.

The company secretary shall be the secretary of the Remuneration Committee and shall attend all of its meetings and shall prepare and circulate to members and all other non-executive directors (and invitees as appropriate) all information and papers in a timely manner to enable them to give full and proper consideration to the issues. The company secretary shall prepare minutes of the Remuneration Committee meetings and shall circulate them to all members of the Remuneration Committee and to the chairman and other members of the Board, unless a conflict of interest exists.

Frequency of meetings
The Remuneration Committee shall meet as the chairman, in consultation with the company secretary, shall require and also at regular intervals to deal with routine matters and, in any event, at least twice in each financial year. Any member of the Remuneration Committee may request a meeting if he/she considers that one is necessary or expedient. Formal meetings, for example, in relation to the formal grant of employee share options may be held by telephone.

Authority
The Remuneration Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee or director of the Company or any consultant or other provider of services to the Company. All employees, directors, consultants and other providers of services are directed to co-operate with requests for information made by the Remuneration Committee including requests to attend meetings of the Remuneration Committee.

The Remuneration Committee is authorised by the Board to obtain such outside legal or other independent professional advice at the cost of the Company as it considers appropriate in relation to matters within its terms of reference and to secure the attendance at its meetings of outsiders with relevant experience and expertise if it considers this necessary or expedient.

Responsibilities
The Remuneration Committee shall:

determine and agree with the Board the framework or broad policy for the remuneration of the chief executive, the chairman of the Board of the Company and such other members of the executive management as it is designated to consider. The Remuneration Committee should ensure that appropriate incentives are used to enhance the performance of the executive management and to ensure that they are rewarded in a fair and responsible manner for their individual contributions to the success of the Company. At a minimum, the committee should have delegated responsibility for setting remuneration for all executive directors, the chairman of the Board and, to maintain and assure his/her independence, the company secretary. The remuneration of non-executive directors shall be a matter for the chairman of the Board and executive members of the Board. No director or manager should be involved in any decisions as to his/her own remuneration;
review the framework or broad policy for remuneration to ensure it remains appropriate and relevant;
approve the design of and determine targets for any performance-related pay schemes operated by the Company and approve the total annual payments made under the schemes;
review the design of and changes to all share incentive plans for approval by the Board and shareholders. The Remuneration Committee shall determine whether awards will be made, the overall amount of the awards, the individual awards to members of the executive management and the relevant performance targets. The Remuneration Committee shall exercise any discretion allowed under the plans on behalf of the Board;
determine the policy for and scope of pension arrangements for members of the executive management;
ensure that contractual terms on termination, and any payments made, are fair to the individual and the Company, that failure is not rewarded and that the duty to mitigate loss is fully recognised;
within the terms of the agreed policy and in consultation with the chairman of the Board and/or chief executive as appropriate, determine the total individual remuneration package of each member of the executive management including, where appropriate, bonuses, incentive payments and share options or other share awards;
in determining such packages and arrangements, give due regard to any relevant legal requirements, the provisions and recommendations in the Combined Code and associated guidance;
monitor and review annually the remuneration trends across the Company and the group;
be aware of and advise on any major changes in employee benefit structures throughout the Company or the group;
agree the policy for authorising claims for expenses from the chief executive and the chairman of the Board;
ensure that provisions regarding disclosure of remuneration, including pensions, as set out in the Directors’ Remuneration Report Regulations 2002 and the Combined Code, are fulfilled;
be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the committee;
obtain information about remuneration in other companies that is reliable and up-to-date. The Remuneration Committee shall have full authority to commission any reports or surveys it requires to meet its responsibilities;
make available its terms of reference explaining clearly its role and the authority delegated to it by the Board; and
consider any other matter specifically referred to the Remuneration Committee by the Board.

The Remuneration Committee shall have authority to approve and authorise the execution of all documents (including service contracts) and do all things as may be necessary or desirable for the purpose of carrying out its responsibilities.

The Remuneration Committee shall not be authorised to appoint or terminate the employment of directors or senior executives or to determine the remuneration of non-executive directors. It shall not be responsible for making nominations to the Board.

Reporting procedures
The Remuneration Committee shall report to the Board after each meeting on all matters within its terms of reference. The Remuneration Committee shall identify any matters in respect of which it considers that action or improvement is needed, making recommendations as to the steps to be taken.

A summary of the Remuneration Committee’s duties and work, including the membership of the committee, the number of committee meetings held and attendance over the course of the year shall be included each year in the Company’s annual report.

The Remuneration Committee shall conduct an annual review of its constitution, its performance and effectiveness, its work and these terms of reference and make recommendations to the Board.

Terms or reference to be made available
The Remuneration Committee should make available these terms of reference, explaining its role and the authority delegated to it by the Board. The requirements to make this information available would be met by making such information available on request.

Terms of reference of the Nomination Committee

Introduction
The Combined Code on Corporate Governance (the “Combined Code”) states that “There should be a formal, rigorous and transparent procedure for the appointment of new directors to the board” and also that “There should be a nomination committee which should lead the process for board appointments and make recommendations to the board”.

A copy of the Combined Code, should members of the Nomination Committee need to consult it, can be obtained from the Company secretary.

Membership
The board of directors (the “Board”) of Playtech Limited (the “Company”) has resolved to establish a committee of the Board to be known as the Nomination Committee to lead the process for board appointments and make recommendations to the Board to ensure compliance with best practise.

Membership of the Nomination Committee shall consist of at least two members, a majority of whom shall be non-executive directors.

The members of the Nomination Committee for the time being shall be appointed by the Board.
Subject to the normal periodic re-election of directors, a member of the Nomination Committee shall serve a term of three years which may be extended by no more than two additional three year periods, so long as the majority of members remain non executive directors.

Quorum
A quorum shall be two members of the Nomination Committee, both of whom must be non-executive directors. A duly convened meeting of the Nomination Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Nomination Committee. All reasonable efforts shall be made to give notice of meetings of the Nomination Committee to all members and invitees and to arrange such meetings so that all members and invitees are able to attend. No member of the Nomination Committee shall attend or form part of the quorum in relation to any appointment in which he/she has a personal interest.

Chairman
The Board shall appoint the chairman of the Board or a non-executive director to be the chairman of the Nomination Committee. If the chairman of the Board is appointed chairman of the Nomination Committee, he/she should not chair the Nomination Committee when it is dealing with the appointment of a successor to his/her chairmanship. If the chairman is not present at a meeting of the Nomination Committee, then the remaining members present shall elect one of their number to chair the meeting.

The chairman of the Nomination Committee shall be available to answer questions through the chairman of the Board on the report on the Nomination Committee’s activities and matters falling within its terms of reference at the annual general meeting of the Company.

Attendance
No one other than the chairman of the Nomination Committee and its members is entitled to be present at a meeting of the Nomination Committee. Attendance at meetings of the Nomination Committee by non-members, the chairman of the Board (if not a member), the chief executive and other members of the Board shall be at the discretion of the Nomination Committee.

Professional advisers and other persons with relevant experience, including the chief executive and other executive directors of the Company and the head of human resources, may attend all or part of a meeting of the Nomination Committee by invitation.

The company secretary shall be the secretary of the Nomination Committee and shall attend all of its meetings and shall prepare and circulate to members and all other non-executive directors (and invitees as appropriate) all information and papers in a timely manner to enable them to give full and proper consideration to the issues. The company secretary shall prepare minutes of the Nomination Committee meetings and shall circulate them to all members of the Nomination Committee and to the chairman and other members of the Board, unless a conflict of interest exists.

Frequency of meetings
The Nomination Committee shall meet as the chairman, in consultation with the company secretary, shall require and also at regular intervals to deal with routine matters and, in any event, not less than twice in each financial year. Any member of the Nomination Committee may request a meeting if he/she considers that one is necessary or expedient.

Authority
The Nomination Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee or director of the Company or any consultant or other provider of services to the Company. All employees, directors, consultants and other providers of services are directed to co-operate with requests for information made by the Nomination Committee including requests to attend meetings of the Nomination Committee.

The Nomination Committee is authorised by the Board to obtain such outside legal or other independent professional advice at the cost of the Company as it considers appropriate in relation to matters within its terms of reference and to secure the attendance at its meetings of outsiders with relevant experience and expertise if it considers this necessary or expedient.

Responsibilities
The Nomination Committee shall:

lead the selection process of candidates and propose to the Board any new Board appointments, whether of executive or non-executive directors;
in nominating directors, give due regard to the contents of the Combined Code as well as the AIM Rules and associated guidance;
be responsible for identifying and nominating for the approval of the Board candidates to fill Board vacancies as and when they arise;
before making an appointment, evaluate the balance of skills, knowledge and experience on the Board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment;
for the appointment of a chairman of the Board, prepare a job specification, including an assessment of the time commitment expected and recognising the need for availability in the event of crises;
review annually and articulate the time needed to fulfil the role of chairman of the Board, senior independent director and non-executive director. Performance evaluation should be used to assess whether each non-executive director is spending enough time to fulfil his/her duties;
consider candidates from a wide range of backgrounds. In identifying suitable candidates, it should use open advertising or the services of external advisers to facilitate the search and consider candidates on merit and against objective criteria, taking care that appointees have enough time available to devote to the position;
give full consideration to succession planning for the executive management in the course of its work, taking into account the challenges and opportunities facing the Company and what skills and expertise are therefore needed in the future;
regularly review the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations to the Board with regard to any changes;
keep under review the leadership needs of the organisation, both executive and non-executive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace;
keep itself up-to-date and fully informed about strategic issues and commercial changes affecting the Company and the group and the market in which they operate;
make available its terms of reference explaining clearly its role and the authority delegated to it by the Board;
ensure that, on appointment to the Board, non-executive directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, committee service and involvement outside of Board meetings; and
consider any other matter specifically referred to the Nomination Committee by the Board.

The Nomination Committee shall make recommendations to the Board concerning:

suitable candidates for the role of senior independent director;
plans for succession for executive management, executive and non-executive directors and, in particular, the chief executive;
the re-appointment of any non-executive director at the conclusion of his/her specified term of office having regard to his/her performance and ability to continue to contribute to the Board in light of the knowledge, skills and experience required;
the re-election by shareholders of any director under the retirement by rotation provisions in the Company’s articles of association (or such similar constitutional document) having regard to his/her performance and ability to continue to contribute to the Board in light of the knowledge, skills and experience required;
membership of the Audit and Remuneration Committees, in consultation with the chairmen of those committees;
any matters relating to the continuation in office of any director at any time. The Nomination Committee shall, in particular, make recommendations to the Board concerning matters relating to any director who has reached the age of 70 or the suspension or termination of service of an executive director as an employee of the Company in accordance with the terms of his/her service contract and/or relevant law; and
the appointment of any director to any executive or other office other than to the positions of chairman of the Board or chief executive, the recommendation in respect of which should be considered at a meeting of the Board.

Reporting procedures
The Nomination Committee shall report to the Board after each meeting on all matters within its terms of reference. The Nomination Committee shall identify any matters in respect of which it considers that action or improvement is needed, making recommendations as to the steps to be taken.

A summary of the Nomination Committee’s duties and work shall be included each year in the Company’s annual report, including the process used for appointments and an explanation if external advice or open advertising has not been used, the membership of the committee, the number of committee meetings held and attendance over the course of the year.

The Nomination Committee shall conduct an annual review of its constitution, its performance and effectiveness, its work and these terms of reference and make recommendations to the Board.

Terms of reference to be made available
The Nomination Committee should make available these terms of reference, explaining its role and the authority delegated to it by the Board. The requirements to make this information available would be met by making such information available on request.

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