Western & Oriental Travel

Corporate Governance

The Directors recognise the importance of sound corporate governance. The Company intends, as soon as possible, to comply with the Combined Code so far as is practicable and appropriate for a public company of its size and nature, by following the recommendations on corporate governance of the Quoted Companies Alliance (QCA).

The Board has established an audit committee and a remuneration committee.

The terms of reference for the audit committee provide that it will receive and review reports from the Company’s management and the auditors relating to the annual and interim accounts and the accounting and internal control systems in use throughout the Group.

The terms of reference for the remuneration committee provide that it will review the scale and structure of the executive Directors’ remuneration and the terms of their service contracts. The remuneration committee will also administer the Share Option Schemes.

The Directors do not consider that, given the size of the Board, it is appropriate to have a nomination committee. However, this will be kept under regular review by the Board.