Corporate Governance

Service contracts

All Executive Directors have contracts which are terminable by the Company giving one year's notice, or by the Executive Director giving six months' notice, and expire in the year in which the Executive Director reaches their normal retirement age. The contracts include provisions on non-competition and non-solicitation. These provisions state that if the Executive Director leaves voluntarily he will not, for a period of one year after leaving, be engaged in or concerned directly or indirectly with a predetermined list of companies which are in competition with the Company. Also, the Executive Director agrees for a period of two years after termination of employment not to solicit or attempt to entice away any employee or Director of the Company. If any Executive Director's employment is terminated without cause, or if the Executive Director resigns for good reason, payment of twelve months' worth of base salary and target AIP will be made, together with benefits for up to twelve months, or for a shorter period if the Executive Director secures new employment with equivalent benefits. If it is not possible or practical to continue benefits for one year they will be paid in cash. There would be no special payments made after a change in control.

Under their secondment arrangements, Bob Stack and Todd Stitzer are entitled to six months' employment with their employing company in the US if there are no suitable opportunities for them when their secondments end. All the contracts are 12 month rolling contracts, and accordingly, no contract has a fixed or unexpired term. All the Executive Directors' contracts are dated 1 July 2004 except for Ken Hanna's, which is dated 1 March 2004. John Sunderland's contract expired on 24 August 2005 in accordance with its terms.