Corporate Governance

The Board of CSR plc (the "Board") supports the provisions of the UK Corporate Governance Code (the "Code"). The Board is accountable to shareholders for the effective and proper management and control of both the Company and the Group.

The report of the directors to shareholders on compliance with the Code is contained within the Annual Report and Financial Statements sent to shareholders each year.

The Board currently comprises nine members, being the non-executive Chairman, Mr Ron Mackintosh, three executive directors and five non-executive directors:

Executive Directors

Mr Joep van Beurden, Chief Executive Officer
Mr Will Gardiner, Chief Financial Officer
Mr Christopher Ladas, EVP Operations

Non-executive Directors

Mr Ron Mackintosh, Chairman, a non-executive director since May 2004
Mr Anthony Carlisle, Senior Independent Director, a non-executive director since July 2005
Mr Andrew Allner, a non-executive director since October 2008
Ms Teresa Vega, a non-executive director since October 2010
Dr Levy Gerzberg, a non-executive director since August 2011
Mr Chris Stone, a non-executive director since July 2012

The directors' full biographies can be found by looking at the Board of Directors section.

Mr Brett Gladden is the Company Secretary.

For the purpose of compliance with the Code, the Board considers each of the non-executive directors to be independent of management and free from any business or other relationship that could materially interfere with the exercise of independent judgment. The Senior Independent Director, Mr Carlisle, is available to meet institutional shareholders should there be any unresolved matters they wish to bring to his attention.

The Board meets regularly during the year, as well as on an adhoc basis as business needs necessitate. Its primary role is to:

determine and review strategy and policy;
consider acquisitions and disposals;
assess requests for major capital expenditure; and
give consideration to all other significant financial matters.

This process is undertaken following discussions in conjunction with senior executive management, who in turn are responsible for the day to day conduct of the Group's organisation and for reporting to the Board on the progress made in achieving objectives.

The Board has three committees: Remuneration, Audit and Nomination (together, the "Committees"). In accordance with the requirements of the Code, the Committees' membership comprises only of non-executive directors, who are independent of the Company's management and free from any business or other relationship which could materially interfere with the exercise of independent judgment. The duties of the Committees are set out in formal terms of reference. These are set out below.

Audit committee

The Audit Committee is chaired by Mr Allner, a chartered accountant with the Institute of Chartered Accountants of England and Wales. Its other members are Mr Carlisle and Ms Teresa Vega.

The Audit Committee convenes not less than four times a year and meets the external auditors at least once a year without the executive directors present. The Audit Committee invites the Chief Executive Officer, Chief Financial Officer, the internal auditor and senior representatives of the external auditors to attend meetings as appropriate to the business being considered and may invite any other employee as it deems fit.

The Audit Committee is responsible for the development, implementation and monitoring of the Company's policy on external audit and for overseeing the objectivity and effectiveness of the auditors. The Audit Committee monitors the conduct of the statutory audits of the consolidated reports and financial statements of the Group and its subsidiaries. It also recommends the appointment and re-appointment of the Group's external auditors and considers the scope of their work, together with their terms of appointment, remuneration and cost-effectiveness.

The Audit Committee also monitors the effectiveness of the Company's internal control systems, accounting policies and practices, risk management procedures and compliance controls, as well as the statement on internal controls before it is agreed by the Board in each year's annual report.

In relation to the appointment of external auditors and in order to safeguard auditor independence and objectivity, the Audit Committee has a policy of permitted services which details those services that can be provided by the auditors and those which require specific approval by the Audit Committee. The policy also details services that the Group's auditors are not permitted to provide.

The Audit Committee also focuses on the Company's compliance with legal requirements regarding financial reporting. Amongst other things, these requirements relate to disclosure controls and procedures (which became applicable in June 2009) and internal control over financial reporting (which applied from the beginning of the 2010 financial year).The Audit Committee also reviews all proposed announcements to be made by the Group to the extent they contain financial information, but primarily the announcement of the Group's results released each quarter to the markets and investors.

Members of the Audit Committee have no links with the Company's external auditors and are independent of the Company's management.

The terms of reference of the Audit Committee were last reviewed in May 2011.

Terms of Reference for the Audit committee

Remuneration committee

The Remuneration Committee is chaired by Mr Chris Stone, who was appointed to the position on 22 May 2013 following the retirement of Mr Giacoletto-Roggio. Its other members are Messrs Carlisle, Mackintosh and Allner.

The principal function of the Remuneration Committee is to establish and review the terms and conditions for the executive directors and the overall policy framework for the remuneration of other senior executives and the Group as a whole.

The terms of reference of the Remuneration Committee were last reviewed in February 2011.

Terms of Reference for the Remuneration Committee

Nomination committee

The Nomination Committee is chaired by Mr Mackintosh. Its other members are Messrs Allner and Carlisle.

The Nomination Committee meets as appropriate to consider appointments to the Board and succession planning at senior levels within the Company. The Nomination Committee also reviews the composition of the Board, particularly in relation to the diversity of skills, experience and terms of office and seeks to ensure that both executive and non-executive directors have the necessary skills and attributes for the future success of the Group.

Terms of Reference for the Nomination committee