AUDIT & RISK COMMITTEE
The audit and risk committee’s role is to assist the Board with the discharge of its responsibilities in relation to internal and external audits and controls, including reviewing the Group’s annual financial statements, considering the scope of the annual audit and the extent of the non audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the internal control systems in place within the Group. The audit and risk committee will normally meet not less than four times a year.

The audit and risk committee is chaired by Andrew Shilston and its other members are Lorraine Baldry and Peter Cornell. The UK Corporate Governance Code recommends that all members of the audit and risk committee be non-executive directors, independent in character and judgment and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment and that the audit and risk committee is not chaired by the chairman of the Board of the Company.

NOMINATION COMMITTEE
The nomination committee assists the Board in determining the composition and make up of the Board. It is also responsible for periodically reviewing the Board’s structure and identifying potential candidates to be appointed as Directors, as the need may arise. The nomination committee determines the succession plans for the Chairman. It will also recommend to the Circle board in conjunction with the Circle Partnership, the succession plans for the Chief Executive. The nominations committee will meet at least once a year and whenever necessary to fulfil its responsibilities.

The nominations committee is chaired by Michael Kirkwood and its other members are Lorraine Baldry, Peter Cornell and Andrew Shilston. The UK Corporate Governance Code recommends that a majority of the nominations committee be non-executive directors, independent in character and judgment and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment. The Board considers that the Company complies with the requirements of the UK Corporate Governance Code in this regard.

REMUNERATION COMMITTEE
The remuneration committee recommends what policy the Company should adopt on executive remuneration, determines the levels of remuneration for each of the Executive Directors and recommends
and monitors the remuneration of members of senior management. The remuneration committee will also generate an annual remuneration report to be approved by the members of the Company at the annual general meeting. The remuneration committee will normally meet not less than twice a year.

The remuneration committee is chaired by Lorraine Baldry and its other members are Michael Kirkwood, Peter Cornell and Andrew Shilston. The UK Corporate Governance Code recommends that all members of the remuneration committee be non-executive directors, independent in character and judgment and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment. With the exception of Tim Bunting who is not considered independent the Board considers that the Company complies with the requirements of the UK Corporate Governance Code in this regard.

MARKET DISCLOSURE COMMITTEE
The market disclosure committee assists the Company in meeting its obligations to announce price sensitive information and decide quickly whether an announcement obligation has arisen under the AIM Rules for Companies and related legislation.

The market disclosure committee is chaired by Michael Kirkwood and its other member is Paolo Pieri. The UK Corporate Governance Code does not require companies to have a market disclosure committee but the Directors consider it best practice to have such a committee.

SHARE DEALING CODE
Upon Admission, the Company will adopt the Model Code as published in the Listing Rules as a code of securities dealings in relation to the securities of the Company. The Model Code will apply to the Directors and other relevant employees of the Group.