Statement of corporate governance policy

The Board of directors of the Company is committed to high standards of corporate governance, which it considers are critical to business integrity and to maintaining investors' trust in the Company. The Group expects all its directors and employees to act with honesty, integrity and fairness. The Group will strive to act in accordance with the laws and customs of the countries in which it operates; adopt proper standards of business practice and procedure; operate with integrity; and observe and respect the culture of every country in which it does business.

The UK Corporate Governance Code

The Company's ordinary shares are listed in the United Kingdom on the London Stock Exchange. As such, the Company is required to make a disclosure statement concerning its application of the principles of and compliance with the provisions of the UK Corporate Governance Code (the 'Code’). For the year ended 31 March 2016 and to the date of the annual report, the Company complied with the provisions and applied the Main Principles of the Code. The disclosures provided below are nevertheless intended to provide an explanation of the Company's corporate governance policies and practices.

US listing requirements

The Company's ADSs are listed on the NASDAQ Stock Market and the Company is, therefore, subject to NASDAQ's rules as well as US securities laws and the rules of the SEC. NASDAQ requires US companies listed on the exchange to comply with their corporate governance rules but foreign private issuers, such as the Company, are exempt from most of those rules. The Company is required to disclose a summary of any significant ways in which the corporate governance practices it follows differ from those required by NASDAQ for US companies. A summary of such differences can be found here. The Company has established a Disclosure Committee with responsibility for reviewing and approving controls and procedures over the public disclosure of financial and related information, and other procedures necessary to enable the Chief Executive and Chief Financial Officer to provide their Certifications of the Annual Report on Form 20-F that is filed with the SEC.

Disclosure Committee Charter (PDF)

Section 404 of the Sarbanes-Oxley Act of 2002 (US) requires the Company to annually assess and make public statements about the quality and effectiveness of its internal controls over financial reporting. Management's report must describe conclusions about the effectiveness of the Company's internal control over financial reporting based on management's evaluation as of the end of the Company's most recent fiscal year.

The Company has reviewed the structure and operation of its ‘entity level’ control environment: the overarching structure of review and monitoring essential to the management of its business.

Each of the Company's subsidiaries and central functions has ensured that the relevant processes and controls are documented to appropriate standards, taking into account the guidance provided by the US Public Company Accounting Oversight Board's Auditing Standard No. 2 and subsequent SEC Staff Questions and Answers related to the standard. The approach taken has been to identify the key financial reporting processes so that, in aggregate, the Company has reasonable assurance regarding the reliability of its financial reporting and the preparation of financial statements.

The Company has also adopted a corporate Code of Ethics for senior executive, financial and accounting officers, separate from and additional to its Business Principles, described in the first tab of this page.