DIRECTORS, SENIOR MANAGERS AND CORPORATE GOVERNANCE

The Board comprises the following persons:

Non-executive Directors:
Tim Ross, Non Executive Chairman (aged 58)
Tim Ross read law at Oxford University and qualified as a solicitor, working in the City of London and as a company legal adviser, before attending London Business School and moving into general management. He has considerable experience of the construction industry and related sectors. He was a main board director of George Wimpey PLC from 1991 to 1996 and is currently chairman of May Gurney Integrated Services plc and Hargreaves Services plc, deputy chairman of Connaught plc and a non-executive director of Ennstone plc and Lavendon Group plc, in addition to board positions with a number of other private or venture capital backed companies. He is a member of the Governing Councils of Clifton College and the University of Bristol.

David Shearer, Non Executive Director (aged 47)
David Shearer, a qualified Chartered Accountant, is an experienced corporate financier, board level strategic adviser and business manager with both UK and international experience. Prior to 2003 he held senior positions with Deloitte & Touche where he was a partner and latterly a UK Executive Board member of the firm.

David is Chairman of Crest Nicholson Group Limited which recently acquired house builder Crest Nicholson plc, senior independent director of SMG plc and Renold plc, a non-executive director of Aberdeen New Dawn Investment Trust plc and Scottish Financial Enterprise and a governor of the Glasgow School of Art. David is also an advisory board member of Martin Currie Limited and was formerly a non-executive director of HBOS plc.

Executive Directors:
John Smellie, Chief Executive (aged 58)
John joined Cape Insulation in 1973 after a brief spell with Collins (Publishers), Glasgow where he was the Works Chemist. He worked with Cape Insulation until the end of 1984 having held various positions within the organisation from Works Chemist to Works Manager. After leaving Cape Insulation, he joined Encon in 1985 as the Managing Director of their manufacturing operation, Enconvertors. In this role, he was instrumental in Encon identifying and establishing Superglass as a manufacturing operation.

In 1987 he was appointed as General Manager of Superglass Insulation and in 1990 was made Managing Director. He led a team of directors of Superglass Insulation that completed the management buy-out of the business from Encon in August 2005. He has a BSc in Applied Chemistry and a C.Eng. in Fuel Technology.

Tony Kirkbright, Finance Director (aged 48)
Tony joined Encon in 1986 as Group Accountant from the Celcon Group Plc based in Leeds where he was a cost accountant of a division of that company. On joining Encon, Tony took responsibility for implementing the financial and commercial systems required for Superglass Insulation to operate as a stand alone entity when it was formed in 1987.

He was appointed as Finance Director of Superglass Insulation in September 1990 and has since been involved in all aspects of the management of the business. As Finance Director Tony has also been responsible for the finances of the European subsidiaries of Encon in France and Germany which have since been sold. Tony is a qualified accountant.

Senior Managers:
The principal functions, management expertise and experience of each member of the Senior Managers (who are not main board Directors of Green) as at the date of this document are set out below:

Bruce Maver, Operations Director (aged 65)
Bruce joined Cape Insulation in 1966 and gained experience in all technical aspects of its manufacturing operation including quality control. Prior to that he worked for the Distillers Group as a chemist. He joined Superglass Insulation in November 1987 as Technical Manager and was quickly promoted to Production Director. In 1992 he was appointed Director of Operations. He is expected to retire within 12 months from flotation and his current responsibilities will largely be undertaken by David Cairns.

Bruce has an HNC in Chemistry.

Bob Paterson, Engineering Director (aged 53)
Bob joined Cape Insulation direct from University as a project engineer. He was involved in the installation of a range of manufacturing equipment prior to becoming a Shift Production Manager. After leaving Cape Insulation in 1984 he joined United Glass in Kent as the Maintenance Engineering Manager.

In 1987 he joined Superglass Insulation to be the general manager of its pipe sections manufacturing division. Following the discontinuation of this operation, Bob became Engineering Director of Superglass Insulation, responsible for its Central Converters division and for continuing the investment programme to develop Superglass Insulation’s capability to manufacture white blowing wool from 2001.

Bob graduated with a degree in Mechanical Engineering from Edinburgh University in 1977.

Micheal Beard, Sales & Marketing Director (aged 50)
Michael Beard joined Superglass in 2000 having previously been National Sales Manager of Charcon, a division of Aggregate Industries. Michael has spent the last 25 years in the sales management sector of the construction materials industry, starting his career with Steetley Construction Materials before moving to English China Clays and Bradstone. Michael undertook various senior management roles in these businesses with the emphasis on key account management, developing strong contacts at a senior level in all sectors of the supply chain.

David Cairns MBA, Works Manager (aged 45)
David is the most recent member of the senior management team. He joined Superglass in 1989 as an Engineering Shift Craftsman having served his apprenticeship with United Glass Containers in Alloa. He was promoted to Engineering Manager in 1991 and then to Works Manager in 1999.

David holds a Masters degree in Business Administration.


EMPLOYEE SHARE PLANS
The Company employs a total of 218 members of staff. In order to provide suitable employee incentives and to reflect the commitment of certain employees to Superglass’s business to date, the Company proposes to establish, on or shortly prior to Admission, the Share Incentive Plans, further details of which are set out in paragraph 6 of Part VII of this document.

Both the SAYE Scheme and the CSOP can only be operated once HM Revenue & Customs have formally approved them. Such approvals are being sought.

It is intended that subject to obtaining HM Revenue & Customs’ formal approval in respect of the SAYE Scheme and following its adoption by the Company, invitations to participate in the SAYE Scheme will be sent on or shortly after Admission to eligible employees inviting them to apply for options under the SAYE Scheme. In relation to such invitations, eligible employees may apply to save an amount between £5 and £250 per month in accordance with the rules of the SAYE Scheme under a three or five year savings contract to be selected by the Company. It is further intended that options pursuant to such invitations shall be granted on or shortly after Admission.

Further details of the SAYE Scheme are set out at paragraph 6.1 of Part VII of this document.

Similarly, it is intended that subject to obtaining HM Revenue & Customs’ formal approval in respect of the CSOP and following its adoption by the Company, the Company shall grant options to eligible employees (selected at the discretion of the Remuneration Committee) on or shortly after Admission. The Remuneration Committee intends to grant initial options under the CSOP to a number of key mangers within the Group. The Remuneration Committee anticipates that options will initially be granted under the CSOP over Ordinary Shares with an aggregate market value of between £180,000 and £240,000 at the date of grant.

Each individual’s participation in the CSOP is restricted by HM Revenue & Customs’ limits so that the aggregate market value of Ordinary Shares subject to all options (calculated at the date of grant of each option), held by that individual and granted under the CSOP or any other HM Revenue & Customs company share option plan operated by the Company or any associated company shall not exceed £30,000. Further details of the CSOP are set out at paragraph 6.2 of Part VII of this document.

CORPORATE GOVERNANCE
The Directors are committed to the highest standards of corporate governance and have fully considered the provisions of the Combined Code on Corporate Governance (“the Code”) issued by the Financial Reporting Council in June 2006 and as amended. Following Admission, the Directors intend to comply with the Code in all material respects.

The Code recommends that the board of directors of a UK public company should include a balance of executive and non-executive directors (and in particular independent non-executive directors), such that no individual or small group of individuals can dominate the board’s decision-taking. The Code further recommends that at least half of the Board, excluding the Chairman, should comprise non-executive directors determined by the Board to be independent, and that one non-executive director should be nominated as the senior independent director (which, in the case of the Company, is David Shearer).

The Company does not comply with all of these recommendations since the Board comprises three Directors (excluding the Chairman) of whom one is a non-executive director considered by the Board to be independent. The Directors acknowledge this non-compliance but believe that the composition and operation of the Board is appropriate to a company of the size and nature of Superglass and they consider that there is a satisfactory balance of decision-making power on the Board. The Directors intend to appoint one or more additional independent nonexecutive directors during the first year after Admission.

The Directors have been made aware of the Code recommendation that, where they have concerns that cannot be resolved about the running of the Company or a proposed action, they should ensure that their concerns are recorded in the Board minutes. Non-executive directors have also been made aware of the recommendation that, on resignation, they should provide a written statement to the Chairman, for circulation to the Board, if they have any such concerns.

The Code attaches importance to boards having processes for individual and collective performance evaluation. The Directors have accordingly reviewed and updated existing processes for evaluating the Board’s operation and performance, including its committees.

For individual performance evaluation, the Board has established a Remuneration Committee to assess executive Directors against annual performance targets. The Chairman proposes to talk to each non-executive at least annually about a review of their performance and the senior independent Director proposes to lead an evaluation process of the performance of the Chairman in discussion with the other non-executives and taking account of the views of the executives.

Where a non-executive director stands for re-election, the Chairman will confirm to Shareholders whether he is satisfied from formal performance evaluation that the person’s performance continues to be effective and demonstrates commitment to the role.

Audit Committee
The Group employs rigorous procedures to ensure the continuous independence of the external auditor. Each year, the Audit Committee reviews each year the arrangements for safeguarding auditor objectivity and independence. The members of the Audit Committee are:

• David Shearer (Chairman)
• Timothy Ross

The Audit Committee reviews the scope, results and cost-effectiveness of the external audit, and has delegated power from the Board to exercise the authority from shareholders to agree the fees of the external auditors. The Audit Committee is also responsible for satisfying itself on the independence and objectivity of the external auditors. The Committee reviews the operation of internal controls and, from the coming year, will report to the Board on the annual review of internal control and risk management.

Remuneration Committee
The Remuneration Committee comprises two independent non-executive directors of the Company. The members of the Remuneration Committee are:

• Timothy Ross (Chairman)
• David Shearer

The Committee will meet at least twice per year and will agree further meetings at its discretion. The Chairman of the Committee has the power to call a meeting. The duties of the Committee are to:

• determine and agree with the Board the framework or broad policy for the remuneration of the chairman, executive directors, the Senior Managers and any other employees specified by the Board;
• within the terms of the agreed policy, determine individual remuneration packages including bonuses, incentive payments, share options, pension arrangements and any other benefits;
• determine the contractual terms on termination and individual termination payments, ensuring that the duty of the individual to mitigate loss is fully recognised;
• in determining individual packages and arrangements, give due regard to the comments and recommendations of the Combined Code on Corporate Governance and the Listing Rules;
• be told of and be given the chance to advise on any major changes in employee benefit structures in the Company;
• recommend and monitor the level and structure of remuneration for Senior Managers and any other employees below Board level as required;
• agree the policy for authorising claims for expenses from the Chief Executive Officer and from the Chairman of the Board; and
• recommend an annual report for the board to put to shareholders on executive remuneration compliant with relevant legal and regulatory provisions.

The Committee is authorised by the Board to:

• seek any information it requires from any employee of the Company in order to perform its duties;
• be responsible for establishing the selection criteria and then for selecting, appointing and setting the terms of reference for any remuneration consultants providing advice to the Committee, at Company’s expense; and
• obtain, at the Company’s expense, outside legal or other professional advice where necessary in the course of its activities.

Nomination Committee
The Nomination Committee comprises the following members:

• Timothy Ross (Chairman)
• David Shearer
  
  The function of the Nomination Committee is to provide a formal, rigorous and transparent procedures for the appointment of new directors to the Board. In carrying out its duties, the Nomination Committee is primarily responsible for:
  
• identifying and nominating candidates to fill board vacancies;
• evaluating the structure and composition of the board with regard to the balance of skills, knowledge and experience and making recommendations accordingly;
• reviewing the time requirements of non-executive directors;
• giving full consideration to succession planning; and
• reviewing the leadership of the Group.