The Directors recognise the value and importance of high standards of corporate governance. The corporate governance framework which has been adopted by the Board includes terms of reference for the audit, nomination and remuneration committees, a schedule of matters reserved for the Board and a statement of the division of responsibilities between the Chairman and the Group Chief Executive of the Company.

Combined Code

As envisaged by the Combined Code, the Board has established three committees: an audit committee, a nomination committee and a remuneration committee. The Company complies with the Combined Code recommendation that the board of directors of a company the size of Norcros should include a Chairman, and two independent Non-Executive Directors.

Audit committee

The audit 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 committee will meet not less than three times a year.

The audit committee is chaired by Jamie Stevenson and its other members are John Brown and Leslie Tench. The Combined Code recommends that the audit committee for a company the size of Norcros is made up of at least two 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 Combined Code in this regard. Mr Stevenson, a member of the audit committee, has recent and relevant financial experience.

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 prepare an annual remuneration report to be approved by the members of the Company at the annual general meeting. The remuneration committee will meet not less than twice a year. The remuneration committee is chaired by Leslie Tench, and its other members are John Brown and Jamie Stevenson. The Combined Code recommends that the remuneration committee for a company the size of Norcros is made up of at least two 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 Combined Code in this regard.

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 also determines succession plans for the Chairman and Chief Executive. The nomination committee will meet when appropriate. The nomination committee is chaired by John Brown and its other members are Jamie Stevenson and Leslie Tench. Joseph Matthews, as Chief Executive, will normally also attend meetings of the nomination committee, save where the nomination committee is dealing with matters relating to him or with the appointment of his successor. The Combined Code recommends that a majority of the nomination 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 Combined Code in this regard.

Share dealing code

The Company has adopted a code of securities dealings in relation to the Ordinary Shares which is based on, and is at least as rigorous as, the Model Code as published in the Listing Rules. The code adopted will apply to the Directors and other relevant employees of the Group.