Board and Committees

The Company is controlled by its Board of Directors which currently comprises one Executive Directors (Ron Martin) and three Non-Executive Directors (Dale Johnson, Don Lindsay and John Webster). All Non-Executive Directors, apart from Dale Johnson, due to his previous executive role with the Company, are considered by the Board to be independent of management and free of any relationship which could materially interfere with the exercise of their independent judgment. The Group's Chief Financial Officer is not a member of the Board.

The Board delegates clearly defined powers to its Audit and Remuneration Committees. Don Lindsay and John Webster, being two of the Non-Executive Directors, are members of both the Audit Committee and the Remuneration Committee.

The Board does not consider it appropriate to form a Nomination Committee at this point in time. The General Counsel & Company Secretary is Secretary to each of the Committees and the minutes are of each Committee meeting are available for review by the Board.

Membership and Terms of Reference for each of the Committees is set out below:

  Audit Remuneration Investment
Chairman: Don Lindsay John Webster Ron Martin
Other Members: John Webster
Ian Cobbold *		 Don Lindsay Dale Johnson
Eric Hughes
Documents: Terms of Reference Terms of Reference Terms of Reference


The Board's policy on Director appointments is that these will be considered and if appropriate, approved by the full Board, following consideration by the Remuneration Committee of any incoming Director's remuneration package. The Board and Remuneration Committee have also considered the changes in roles which have occurred for certain Board members during 2006 and  since the 2006 year end, to ensure that all arrangements are approved.

The Chairman is responsible for the conduct of the Board, and he, together with the President & CEO, is responsible for liaising with the Secretary to ensure that all Directors receive sufficient and relevant information of a financial, business and corporate nature prior to meetings.

The Board approves the annual budget and monitors the performance of the Company, Group and the management team against the approved budget and a range of key performance indicators, as well as considering employee issues and key appointments. All members of the Board are able to take independent professional advice in relation to their duties as a Director of the Company, at the Company's expense, should they wish to do so.

The General Counsel & Company Secretary, to whom all Directors have access, attends Board and Committee meetings, and ensures compliance with relevant legal and procedural obligations, as well as being available for provision of advice to the Company and Directors.

The Directors will submit themselves for re-election, in accordance with the Company's Articles and the Combined Code, at least once every three years.

* Ian Cobbold is a non-executive director of the Company's UK subsidiary, NETELLER (UK) Limited.