Chairman, Group Chief Executive and Senior Independent Director Terms of Reference

1 Relationship of the chairman and the group chief executive – guiding principles

1.1 The two roles must be complementary. The chairman is responsible for managing the business of the board whilst the group chief executive runs the business. The chairman and the group chief executive must ensure that each is appropriately informed of the other’s current areas of activities. They must be seen to work closely together as a team.

1.2 Their relationship must be based on mutual respect and trust. It must be frank and open, with problem areas being addressed openly.

1.3 The chairman has direct access to senior executives, as he deems necessary.

1.4 The chairman and the chief executive officer must agree on their respective roles in setting major tasks and in taking new initiatives.

1.5 There should be shared vision to promote the long-term success of the Group.

1.6 These guiding principles will only be modified by mutual agreement between the chairman and the group chief executive and with the prior approval of the board.

2 Terms of reference for the chairman

The duties of the chairman, which is a non-executive role, arise from his position as the senior officer of the Company and his responsibility for presiding over the official business of the Company and the board.

The chairman’s duties include:

2.1 Leadership of the board and ensuring its effectiveness on all aspects of its role;

2.2 managing the business of the board and chairing its meetings;

2.3 setting the agenda for discussion at board meetings and ensuring that adequate time is available for discussion of agenda items, particularly those of a strategic nature;

2.4 seeking to ensure that relationships between the directors are of a positive nature, and that board members work as a team to ensure that at all times the outcome of interactions will contribute to the long term success of the company;

2.5 facilitating resolution of any differences of opinion or approach between directors and ensuring that directors have the opportunity, and are encouraged, to participate in open and frank debate and discussion in board meetings and otherwise and to work to prevent any differing factions emerging and dividing the board. If despite endeavours, factions amongst the board do develop they must be dealt with at the discretion of the chairman in the best interests of the company and its long term success;

2.6 fostering a culture of openness and engagement; by facilitating the effective contribution of all directors, in particular non-executive directors and ensuring constructive relations between executive and non-executive directors;

2.7 ensure that the board adopts a prompt and constructive approach to making decisions;

2.8 ensuring that all directors receive the information that is required for the proper performance of their duties, and in particular, ensuring that non-executive directors are kept fully informed of strategic or important developments effecting the company in a timely manner;

2.9 keeping under review with the board the general progress and long-term development of the company and ensuring that effective strategic planning for the company is undertaken by the group chief executive and endorsed by the board after discussion, consistent with creating shareholder value and promoting the long term success of the company for the benefit of its members as a whole;

2.10 ensuring the submission to the board by the group chief executive of objectives, policies and strategies for the company, including the company business plan and the annual budget;

2.11 monitoring progress towards the timely and effective achievement and implementation of the objectives, policies and strategies set by the board and ensuring that appropriate decisions are taken promptly by or on behalf of the board;

2.12 ensuring that the corporate governance of the company is maintained in line with appropriate practice policies agreed by the board;

2.13 formally appraising the performance of the group chief executive and making appropriate recommendations to the remuneration committee;

2.14 as appropriate, reviewing with the group chief executive his conclusions and recommendations on the performance and remuneration of executive directors in their capacity as executives;

2.15 providing advice to the group chief executive on the allocation of duties to individual directors and assignment of ad hoc responsibilities or special tasks to directors or groups of directors;

2.16 participating with the group chief executive, as appropriate, in corporate relations, including relations with the company’s shareholders, customers, government, other public organisations, other companies, the media and stakeholders generally;

2.17 leading the process for the board's annual performance evaluation and the evaluation of individual directors as part of that process; and

2.18 hold meetings with the non-executive directors without the executive directors being present.

3 Terms of reference for the group chief executive

As the senior officer of the company responsible to the chairman and the board for directing and promoting the profitable operation and development of the company consistent with the primary objective of creating shareholder value by promoting the long term success of the company, the group chief executive’s duties include:

3.1 exercising executive stewardship of the Group's physical, financial and human resources;

3.2  being generally responsible to the board for the development of the company and its profitable operation, including the profits, cash and costs of all businesses;

3.3  having responsibility for effective strategic planning for the company in accordance with board policy and consistent with the primary objective of enhancing long-term total shareholder return (share price and dividends) for preparing objectives, policies and strategies, including the company’s rolling business plan and the annual budget and for proposing appropriate corporate vision, values and strategy, for submission to the board;

3.4  ensuring that such action is taken as is necessary to secure the timely and effective implementation of the objectives, policies and strategies set by the board and of decisions taken by or on behalf of the board;

3.5 ensuring that appropriate objectives, policies and strategies are adopted for each of the businesses or divisions of the company, that appropriate budgets are set for them individually and that their performance is effectively monitored, that guidance or direction is given where appropriate;

3.6 ensuring that the company complies with all relevant legislation and regulatory requirements;

3.7 after appropriate consultation with the chairman, allocating duties to individual directors and assigning ad hoc responsibilities or special tasks to directors or groups of directors;

3.8 motivating, reviewing and appraising the performance of the other executive directors, in their capacity as executives and, after reviewing with the chairman, as appropriate, making appropriate recommendations to the remuneration committee on the remuneration payable to them;

3.9 leading the Group’s processes for communicating to, and consulting with, employees;

3.10 being responsible, with the participation of the chairman as appropriate, for corporate relations, relations with the company’s shareholders, customers, governments, other public organisations, other companies, the media and stakeholders generally; and

3.11 regularly keeping the chairman and other non-executive directors informed on all matters that may be of importance to the company and of relevance to them in the performance of their role as non-executive directors, including its current performance and progress.

4 Terms of reference for the senior independent director

The main responsibilities of the senior independent director are to ensure that the views of each non-executive director are given due consideration and, where necessary, to provide a communication channel between non-executive directors and shareholders. This communication channel is in addition to and does not replace normal channels. It may have only irregular use.

The senior independent director should, where appropriate;

4.1 make himself available for confidential discussions with other non-executive directors who may have concerns which they believe have not been properly considered by the board as a whole;

4.2 have the authority to call a meeting of the non-executive directors if, in his opinion, it is necessary;

4.3 lead a meeting of the non-executive directors without the chairman present at least annually to appraise the chairman’s performance (taking into account the views of the executive directors) and on such other occasions as are deemed appropriate;

4.4 provide a sounding board for the chairman and to serve as an intermediary for the other directors when necessary;

4.5 be available to shareholders if they have concerns which contact through the normal channels has failed to resolve or for which such contact is inappropriate;

4.6 attend sufficient meetings with a range of major shareholders to listen to their views in order to help develop a balanced understanding of the issues and concerns of major shareholders; and

4.7 Chair the nomination committee when it is considering succession to the role of chairman of the board.

Approved on 30 June 2011