Nominating and Corporate Governance Committee Charter

The purposes of the Nominating and Corporate Governance Committee are (1) to identify individuals qualified to become Board members, and to recommend that the Board select the director nominees for the next annual meeting of shareholders; (2) to oversee the evaluation of the Board; and (3) to review from time to time the Corporate Governance Guidelines applicable to the Corporation and to recommend to the Board such changes as it may deem appropriate.

The Nominating and Corporate Governance Committee will consist of at least two members. The Nominating and Corporate Governance Committee will be composed of directors who satisfy the independence requirements set forth in the Corporate Governance Rules of The NASDAQ Stock Market, Inc., and all other applicable legal and regulatory requirements.

The members of the Nominating and Corporate Governance Committee will be appointed, and may from time to time be removed, by the Board.

Meetings of the Nominating and Corporate Governance Committee may be called by or at the request of the Board, the Chairperson of the Nominating and Corporate Governance Committee, any two members of the Nominating and Corporate Governance Committee or the Chief Executive Officer. Notice of a meeting of the Nominating and Corporate Governance Committee stating the place, day and hour of the meeting shall be given to each member of the Nominating and Corporate Governance Committee at least one day prior thereto by mail, personal delivery or by telephone, telegraph, electronically transmitted facsimile or other form of wire or wireless communication. The method of notice need not be the same for each member of the Nominating and Corporate Governance Committee.

In furtherance of the purposes set forth above, the Nominating and Corporate Governance Committee will perform the functions and responsibilities enumerated herein as appropriate and will have all the powers of the Board necessary or desirable to perform such functions and responsibilities as may be delegated to a committee of the Board under English law. Notwithstanding the enumeration of specific functions and responsibilities herein, the Nominating and Corporate Governance Committee believes that its policies and procedures should remain flexible, in order to facilitate its ability to respond to changing circumstances and conditions in fulfilling its responsibilities to the Corporation and its shareholders. The Nominating and Corporate Governance Committee will by resolution establish its own rules and regulations for all meetings. In the absence of such action by the Nominating and Corporate Governance Committee, the provisions of the Corporation’s articles of association generally applicable to committees of the Board will apply to the Nominating and Corporate Governance Committee.

1. The Nominating and Corporate Governance Committee will develop qualification criteria for selecting director candidates, and actively seek, interview and screen individuals qualified to become Board members for recommendation to the Board.
2. The Nominating and Corporate Governance Committee will have the sole authority to retain and terminate any search firm to be used to identify director candidates and will have sole authority to approve the search firm’s fees and other retention terms.
3. The Nominating and Corporate Governance Committee will oversee the evaluation of the Board and make recommendations to the Board as appropriate.
4. The Nominating and Corporate Governance Committee will make regular reports to the Board.
5. The Nominating and Corporate Governance Committee will review and reassess the adequacy of this charter annually and recommend any proposed changes to the Board for approval. The Nominating and Corporate Governance Committee will from time to time review its own performance.
6. The Nominating and Corporate Governance Committee may form and delegate authority to subcommittees when appropriate.

ADOPTED by the Board on May 30, 2013.