Board of Directors Responsibilities

The Board of Directors is responsible for and committed to the maintenance of the highest standards of Corporate Governance throughout the Group. The table below provides details of the Group’s assessment on the independence of its current directors, together with details of membership of the various Board Committees.

	Number of Years on Board	Independent	Audit Committee	Governance and Nomination Committee	Compensation Committee

Mr Mark Woolveridge (Chairman)	15	Yes	No	Chairman	No

Mr James B Hurlock (Deputy Chairman)	6	Yes	Yes	Yes	No

Mr Trond Ø Westlie	4	Yes	Chairman	No	Yes

Mr J Frithjof Skouverøe	15	Yes	Yes	Yes	No

Mr George Doremus	4	Yes	Yes	No	Yes

Mr Tom Ehret	5	Yes*	No	Yes	Yes

Sir Peter Mason	2	Yes	No	Yes	Chairman

Mr Jean Cahuzac	0	No	No	No	No

*Mr Ehret is not considered an ‘Independent Director’ for the purpose of the NASDAQ Marketplace Rules until July 1, 2011, three years after his employment with the Company. However, he does meet the criteria for independence under Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and is eligible for nomination to Board Committees under home country (Luxembourg) practice.

The quality of the Non-executive Directors, each of whom has a suitable background and relevant experience, ensures that they are able to challenge and help develop proposals on Group strategy, examine controls and review performance to ensure the maintenance of robust governance standards. Board meetings are held at least four times a year. The skills and experience of the Executive and Non-executive Directors on the Board help to ensure that the Board operates as a team. The Group periodically reviews the composition of the Board to ensure the total number and balance of Directors is appropriate in view of the size and complexity of its operations. Sir Peter Mason joined the Board effective October 19, 2006 following the extra-ordinary meeting of shareholders on the same day.

The Board is the principal decision-making forum of the Group and exercises overall control of the Group’s affairs. The Board is responsible for the Group’s strategy, the approval of financial statements, acquisitions and disposals, treasury and risk management policies and appointment and removal of Directors and Officers.

The Board of Directors is accountable for the proper stewardship of the Group’s affairs, with the Non-executive Directors having a particular responsibility for ensuring that strategies proposed for the development of the business are critically reviewed. This ensures that the Board acts in the best long-term interest of shareholders, takes account of the wider community of interest represented by employees, clients and suppliers, as well as broader social, environmental and ethical interests.

The Corporate Management Team comprises the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and the heads of all key Group functions. The Team meets on a regular basis to ensure appropriate control and management of day-to-day business matters. The Board delegates day-to-day and business control matters to the Chief Executive Officer who, with the Corporate Management Team, is responsible for implementing Group policy and monitoring the performance of the business. Members of the Team have full power to act subject to the reserved powers and sanctioning limits specified by the Board in the Group’s policies and procedures.

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