Governance

The Board of WH Ireland has formally established a number of committees and agreed their terms of reference. These committees are as follows:

Remuneration Committee

The principal function of this committee is to determine the policy on Executive appointments and remuneration. The committee consists of the three Non-executive Directors, Roger Lane-Smith, who chairs the committee, Richard E M Lee and Rupert Lowe. It is the aim of the committee to attract, retain and motivate high calibre individuals with a competitive remuneration package.

Remuneration for Executives normally comprises basic salary, bonus, benefits in kind and options. Details of the current Directors' remuneration and the Executive Share Option Scheme are given in the Remuneration Report of our Annual Report and Accounts.

The Chief Executive and Finance Director may be invited to attend certain discussions of the committee.

Audit Committee

The committee is made up of the three Non-executive Directors, Richard E M Lee, who acts as Chairman, Roger Lane-Smith and Rupert Lowe. It is responsible for reviewing the Company's arrangements with its external auditors, including the cost effectiveness of the audit and the independence and objectivity of the auditors. It also reviews the application and appropriateness of the Company's accounting policies, including any changes to financial reporting requirements brought about by both external and internal requirements and it gives consideration to all major financial announcements made by the Company including its interim and preliminary announcements and annual report and accounts.

Compliance and Risk Committee

This committee is made up of Roger Lane-Smith as Chairman of the committee and the Non-executive Directors, Richard E M Lee and Rupert Lowe. Its principal terms of reference are to review compliance with all the relevant financial services legislation and regulation, adherence to the Group's own internal procedures and the identification of operational, credit and other financial risks.

Other Executive Directors and also Operations and Compliance Directors of subsidiary companies may be invited to attend the meetings.

Page last up-dated: 11 November 2011