Compliance with the UK Combined Code The Morgan Crucible Company plc

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Board Committees

The Board of Directors delegates certain tasks to three committees, the Audit, Remuneration and Nominations Committees, whose members are appointed from the non-executive members of the Board.

Committee membership
Meeting attendance
Terms of reference

Committee membership
This table shows the members and chair of each committee.

Director Audit Remuneration Nominations

Tim Stevenson

Martin Flower

Simon Heale

Mark Robertshaw

Andrew Given

denotes committee member
denotes committee chairman

Meeting attendance
The attendance of each Director at Board, Audit, Remuneration and Nomination Committee meetings during 2007 is set out in the table below.

Board Audit Remuneration Nomination

Director Eligible to attend Attended** Eligible to attend Attended** Eligible to attend Attended** Eligible to attend Attended**

Tim Stevenson 9 9 - - 6 6 3 3

Mark Robertshaw 9 9 - - - - 3 3

Kevin Dangerfield 9 9 - - - - - -

Mark Lejman * 9 9

Joseph MacHale 9 9 5 5 6 6 3 3

Martin Flower 9 7 5 5 6 6 3 3

Simon Heale 9 9 5 5 6 6 3 3

Andrew Given 1 1 - - 1 1 - -

* resigned 2 Jan 2008
** Excludes meetings attended by invitation for all or part of a meeting.

Board changes during 2007 and 2008

Andrew Given was appointed as non-executive Director on 7 December 2007.
Mark Lejman left the company on 2 January 2008 and was replaced as Chief Executive Officer of the Carbon division by Don Klas.

During 2007, the Chairman and the non-executive Directors met without the executive Directors present.

Terms of reference
The terms of reference for our board committees are contained in the downloadable documents which are recorded below.

Audit Committee Terms of Reference

Remuneration Committee Terms of Reference

Nomination Committee Terms of Reference

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