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Corporate Governance CORPORATE GOVERNANCE REPORT The Board is clear on its role and responsibilities, which have been documented in the Company’s Charter. The Board is accountable for the Company’s activities, strategy, risk management and financial performance as well as the Company’s system of corporate governance. The Board sets the strategic objectives for the Company, determines investment policies, agrees on performance criteria and delegates to management the detailed planning and implementation of those objectives and policies in accordance with appropriate risk parameters. The Board also monitors compliance with policies and achievement against objectives by holding management accountable for its monthly and quarterly performance reporting and forecast updates. In addition, the Board receives regular presentations enabling it to explore specific issues and developments in greater detail. The Board also obtains periodic assurance on the integrity of the Company’s financial and internal control policies, while seeking to institute better structures. The Board Charter sets out guidelines on Board composition, meeting procedures and guidelines on how the Board is to manage its affairs. The Company also sets aside matters that are dealt with exclusively by the Board. These include approval of financial statements, the Company’s business strategy, the annual capital expenditure plan, major capital projects, major changes to the Company’s management and control structure, material investments or disposals, risk management strategy, social and environmental policies and treasury policies. Board composition, roles and responsibilities The Board is composed of 13 people with skills in manufacturing, finance, engineering, business and law. Between them, they bring a wealth of experience to bear on providing strategic direction for the Company and ensuring its business goals are achieved. As the Chairman of the Board, I am responsible for overall operation and governance of the Board. I manage the business of the Board and set its agenda in consultation with the Group Chief Executive Officer and the Company Secretary, with contributions from other Board members. I also ensure that agendas strike the right balance between performance and strategic matters. I facilitate and encourage active engagement of Directors, particularly on matters of risk and strategy or other major proposals, by drawing on their skills, knowledge and experience. activities through The positions of the Chairman and Group Chief Executive Officer are separate and held by different individuals in line with Section 5.1 (b) of the SEC Code and A.2.1 of the UK Code of Corporate Governance (UK Code). Onne van der Weijde is the Group Chief Executive Officer and is responsible for the execution of strategy and the day-to-day management of the Group, supported by the Executive Committee (ExCo), which he chairs. The Board comprises myself, Onne van der Weijde and 11 Non-Executive Directors who are independent of management. The Board considers that the Non-Executive Directors provide good corporate governance for the Company as they effectively and constructively challenge and monitor the success of management in delivering the agreed strategy within the risk appetite and control framework set by the Board. Of the Non-Executive Directors, four are considered as Independent Non-Executive Directors, exceeding the minimum number of Independent NonExecutive Directors required by the SEC Code. Between them, the Non-Executive Directors bring a wide range of international experience and expertise to the Board. They each occupy or have occupied senior positions in industry, finance or public life and consequently contribute significantly to the Board’s decision making. We consider that the Board size of 13 Directors is appropriate for the current requirements of the business in line with Section 4 of the SEC Code which is consistent with the UK Code (provision B.1). Annual Report 2016 73

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