High standards of corporate governance are a vital part of our culture. They help to safeguard the running of the business as a whole, underpinning financial and risk management as well as remuneration and planning for the future. They also ensure that the Management is accountable to the Board, and the Board to our shareholders.

The SThree Board consists of four executive directors and five non-executive directors. The Board operates both formally, through Board and Committee members, and informally, through regular contact amongst directors, managers and employees. High-level decisions are reserved for the Board or Board Committees. The include matters such as strategy, financial performance and reporting, as well as dividends, risk management and major capital expenditure.

In terms of procedure, the Board receives appropriate information from management in advance of all its regular formal meetings. The Board also formally approves the appointment of all new directors. All directors are required to submit themselves for re-election annually as recommended by UK Corporate Governance Code. Committees and Responsibilities.

Certain responsibilities are delegated to the Remuneration Committee, Audit Committee and other committees. Details of the terms of reference of these Board Committees are set out below.

Terms of Reference

Articles of Association

Anti-Bribery & Corruption Policy

Matters Reserved for the Board & Subsids