Board Remit

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Schedule of Matters Reserved to the Board (updated in October 2003)

1. The appointment of
(i) Board members (on the recommendation of the Nominations Committee)
(ii) The Chairman
(iii) The Company Secretary
(iv) The membership of Board Committees (on the recommendation of the Nominations Committee)
(v) The auditors to the Group (delegated to the Audit Committee)

2. The approval of
(i) Interim financial statements
(ii) Preliminary results for the year
(iii) The annual report and accounts
(iv) Group accounting policies (delegated to the Audit Committee)
(v) Any circular or other information sent to shareholders

3. The setting of dividends

4. The setting of remuneration
(i) Fees payable to all directors
(ii) Remuneration of executive directors (delegated to the Remuneration Committee)
(iii) Review of the remuneration of auditors (delegated to the Audit Committee)

5. Approval of acquisitions and disposals either
(i) Requiring a circular to shareholders; or
(ii) For consideration in excess of £50 million; or
(iii) Amounts lower than £50 million which are judged by the Finance Committee to be of a strategic nature.

6. Approval of capital expenditure on one project in excess of £50 million or requiring a circular to shareholders, or amounts lower than £50 million which are judged by the Finance Committee to be of a strategic nature.

7. Share capital
Approval of any issue of share capital, other than share option grants, which are delegated to the Remuneration Committee.

8. Review of Group pension Schemes.