INDEPENDENT ADVICE

A Director of the Company is entitled to seek independent professional advice (including but not limited to legal, accounting and financial advice) at the Company’s expense on any matter
connected with the discharge of his or her responsibilities, in accordance with the procedures and subject to the conditions set out below:

• A Director must confer in advance with the Chairman (the Chairman must confer with the Chairman of the Audit & Risk Management Committee);
• In seeking the prior approval of the Chairman, the Director must provide the Chairman with details of:
  • The nature of the independent professional advice;
  • The likely cost of seeking the independent professional advice; and
  • Details of the independent adviser he or she proposes to instruct.
• The Chairman may prescribe a reasonable limit on the amount that the Company will contribute towards the cost of obtaining such advice;
  • All documentation containing or seeking independent professional advice must clearly state that the advice is sought both in relation to the Company and to the Director in his or  her personal capacity. However, the right to advice does not extend to advice concerning matters of a personal or private nature, including for example, matters relating to the Director’s contract  of employment with the Company (in the case of an Executive Director) or any dispute between the Director and the Company;
• The Chairman may determine that any advice received by an individual Director will be circulated to the remainder of the Board.