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Board Responsibilities and Composition

The principal responsibility of the Board is to ensure the Company's long-term success by collectively directing the Company's internal control framework whilst identifying and managing the interests of its internal and external stakeholders. In seeking to ensure the prosperity of the Company, the Board assumes responsibility for the overall strategy of the Group, whilst considering and improving, if considered appropriate, potential acquisitions and disposals, financial statements and major non-recurring projects and capital expenditure. In addition to consideration of significant operational and financial matters, the Board also addresses corporate governance and social responsibility issues together with challenges arising in areas as diverse as health and safety, employment and the environment. In effecting their responsibilities as members of the Board, the Directors of the Company remain cognisant of their statutory obligation to act in a manner which they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its shareholders as a whole.

To ensure the effective discharge of its responsibilities, the Board gathers on a regular basis and during 2015 met 8 times. It has a formal schedule of matters specifically reserved for its decision, as set out in the Group’s Corporate Governance Manual, and is made up of 7 Directors comprising:

• the Chairman;

• 2 Executive Directors;

• 3 independent Non-Executive Directors; and

• 1 non-independent Non-Executive Director.

Following Jeremy Stafford's resignation in January 2016, the Board structure was reviewed. Forsyth Black was appointed Managing Director for Menzies Aviation and an Executive Director of the Company; the Operations Director of Menzies Distribution was also appointed Interim Managing Director of that Division. Both will work alongside the existing Chief Financial Officer. Each Executive Director has clearly defined duties and responsibilities which, having been agreed by the Board, are regularly reviewed with the Chairman.

The Role of the Board Members

Chairman

The Chairman performs a Non-Executive role which is clearly defined and which is distinct from other Board positions. His function is to lead the Board in strategic discussions and, in accordance with the Code, to ensure that accurate, clear and timely information is available to all Directors. The Chairman is available to the Executive Directors to discuss any concerns or issues which may arise and seeks to ensure that risk and long-term shareholder value remain a key focus for the Executive Directors. In conducting Board meetings, the Chairman is aware that sufficient time needs to be available for the discussion of agenda items (with particular reference to strategic issues), whilst fostering an atmosphere which encourages active participation by and discussion between all Executive and Non-Executive Directors.

Non-Executive Directors

Non-Executive Directors are appointed for an initial term of 3 years and, in accordance with the Code, are required to constructively challenge both the performance of management and information presented to them whilst contributing to the strategic development of the Company. They are expected to satisfy themselves on the integrity of financial information and be comfortable that the Group’s systems of internal financial controls and risk management are rigorous and robust.

Following the resignation of Ian Harley in May 2015, the Board appointed David Garmans shareholders, and other stakeholders where required, should any issues or concerns arise and where discussions with the Chairman and/or the Executive Directors are not considered appropriate.

Executive Directors

The role of the Executive Directors is to develop and implement on a daily basis the overall Group strategy which has been agreed by the Board. They are expected to report regularly to the Board on any issues which arise within the Group and present their proposed resolutions when problems occur.

© John Menzies plc

Registered in Scotland - Company Number SC34970
Registered Office –2 Lochside Avenue, Edinburgh Park, EH12 9DJ, Scotland, UK.