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Role of Senior Independent Director

The role of the Senior Independent Director is to:
1. Chair the Nomination Committee
2. Be available to shareholders if they have concerns which contact through the normal channels of Executive Chairman or CFO has failed to resolve or which contact is inappropriate.
3. Independently lead the succession process for the appointment of a CEO and to maintain contact with principal shareholders and representative bodies on a regular basis keeping the directors appraised.
4. Lead on governance issues including the annual review of board effectiveness and ensuring that the performance of individual directors is kept under review.
5. Monitor the performance of the Executive Chairman and meet with the independent directors once a year to formally appraise his performance; and on any other occasions as is deemed appropriate.
6. In consultation with the Executive Chairman, set the board agenda, taking into account the issues and concerns of all board members.
7. Lead the non-executive directors, in meetings without the Executive Chairman or executives present, to enable:
  a) the non-executive directors to relay to the Senior Independent Director any issues, concerns or observations they may have.
  b) the Senior Independent Director to relay to the non-executives his/her observations and any views he/she may have received from major shareholders
8. Deputise for the Executive Chairman at meetings of the Board or shareholders and to support the Executive Chairman in his role.
9. Act as an intermediary for other non-executive directors when necessary.
10.

Lead the non-executive directors in the oversight of the Executive Chairman to ensure there is a clear division of responsibility between the Executive Chairman and the Senior Independent Director (taking into account the views of executive directors as appropriate).

11. Attend meetings with shareholders at their request to listen to their views in order to help develop a balanced understanding of the issues and concerns of shareholders.
12. Act as a conduit for regulators into the Board as and when required.
13. Meet or speak with the Executive Chairman regularly and act as a sounding board for him.

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