GOVERNANCE

UK City Code on Takeovers and Mergers

WHIreland is subject to the UK City Code on Takeovers and Mergers.

Corporate Governance

WH Ireland is not required to comply with the UK Corporate Governance Code (the ‘Code’) and does not voluntarily apply the full requirements of the Code. However, our governance arrangements do meet some of the requirements of the Code which the directors’ deem most relevant to an AIM listed company having consideration to the size, nature and scope of the company and group’s activities. These arrangements are fully disclosed in the Corporate Governance section of our 2013 Annual Report and Accounts which can be viewed in the Financial Reports section of this website.

The Board of WHIreland has formally established a number of committees and agreed their terms of reference. These committees are as follows:

Remuneration Committee

The principal function of this committee is to determine the policy on Executive appointments and remuneration. The committee consists of two Non-executive Directors, Tim Steel, who chairs the committee and Richard E M Lee. It is the aim of the committee to attract, retain and motivate high calibre individuals with a competitive remuneration package.



Remuneration for Executives normally comprises basic salary, bonus and benefits in kind. Details of the current Directors' remuneration and the Executive Share Option Scheme are given in the Remuneration Report of our Annual Report and Accounts. The Chief Executive and Finance Director may be invited to attend certain discussions of the committee.

Audit Committee

The committee is made up of the two Non-executive Directors, Tim Steel, who acts as Chairman, and Richard E M Lee. It is responsible for reviewing the Company's arrangements with its external auditors, including the cost effectiveness of the audit and the independence and objectivity of the auditors. It also reviews the application and appropriateness of the Company's accounting policies, including any changes to financial reporting requirements brought about by both external and internal requirements and it gives consideration to all major financial announcements made by the Company including its interim and preliminary announcements and annual report and accounts.

To find out more call us on +44 (0)20 7220 1666