Specifically the purpose of the Committee is to:

• monitor the integrity of the financial statements of the company and any formal announcements relating to the company's financial performance, reviewing all significant financial reporting policies and judgements contained in them. Review and challenge any changes to financial policies. Monitor compliance with accounting standards.
• review the company's internal financial controls and internal control and risk management systems. Review the arrangements for the group's employees to raise concerns, in confidence, about possible wrongdoings in financial reporting or other matters. Review the group's procedures for detecting fraud.
• monitor and review the effectiveness of the company's internal audit function.
• make recommendations to the board, in relation to the appointment of the external auditor and approve the remuneration and terms of engagement of the external auditor.
• review and monitor the external auditor's independence and objectivity and the effectiveness of the audit process, taking into consideration relevant UK professional and regulatory requirements.
• develop and implement policy for the engagement of the external auditor to supply non-audit services, taking into account relevant ethical guidance regarding the provision of non-audit services by the external audit firm. It also approves fees in respect of non-audit services provided by the external auditor to ensure independence and objectivity by the audit firm.
• report to the board, identifying any matters in respect of which it considers that action or improvement is needed, and makes recommendations as to the steps to be taken.
• review compliance with the Combined Code, Listing Rules of the UK Listing Authority, Prospectus and Transparency Rules as appropriate.

The purpose of the Remuneration Committee is to:

• determine and advise the board on the framework or broad policy for the remuneration of the chief executive and the Chairman of the company. It also monitors and ratifies the levels and structure of remuneration for other members of senior management.
• set the remuneration for all executive directors, the chairman and the company secretary. The remuneration of non-executive directors is a matter for the chairman and executive members of the board. No director or manager is involved in any decisions as to his or her own remuneration.
• determine the total individual remuneration package of each executive director including, where appropriate, bonuses, incentive payments and performance based incentives. In determining such packages and arrangements the committee gives due regard to appropriate codes of practice as well as the UK Listing Authority's Listing Rules.
• determine targets and monitor performance against those targets for any performance-related pay schemes operated by the company.
• determine the policy and scope of pension arrangements for each executive director.

A further key role of the Remuneration Committee is to set out rules and guidelines on such matters as:

• employee benefit structures throughout the company or group.
• agreement of the policy for authorising claims for expenses from the chief executive and chairman and review expenses annually.
• establishing the selection criteria, appointment and setting the terms of reference, of any remuneration consultants who advise the committee.
• ensuring that provisions regarding disclosure of remuneration, including pension, as set out in the Directors' Remuneration report Regulations 2002 are fulfilled.

The purpose of the Nomination Committee is to:

• review and make recommendations to the board on the structure, size and composition of the board.
• nominate candidates to fill board vacancies and makes recommendations to the board.
• review succession planning.
• ensure that non-executive directors receive formal letters of appointment that provide clear parameters of expectation in time commitment, committee service and other involvement.
• make a statement in the annual report detailing its terms of reference, the authority delegated to it by the board, its activities during the year (including membership of the committee), and/or external advisors used in any recruitment during the year.

The committee also makes recommendations to the board:

• on plans for succession for both executive and non-executive directors.
• on the re-appointment of any non-executive director at the conclusion of their specified term of office.
• concerning the re-election by shareholders of any director under the retirement by rotation provisions in the company's articles of association.
• concerning any matters relating to the continuation in office of any director at any time: and
• concerning the appointment of any director to executive or office other than the positions of chairman and chief executive, the recommendation for which would be considered at a meeting of the board.

• NEDs are appointed for an initial term of three years. The appointment is terminable on one month's notice, by either party.
• Appointments are subject to the ratification by the shareholders at the next annual general meeting.
• NEDs are expected to provide leadership and an independent objective judgement on issues of strategy, performance and resources relating to the company, including key appointments, assist in resolving conflicts of interest and are free to question any executive decision.
• Duties and responsibilities include attending all board meetings and general meetings, to serve on audit, remuneration and nomination committees and visit operating sites, as appropriate.
• The appointment, retirement and disqualification of NEDs are governed by the company's articles of association, however, the company may terminate the appointment, without payment of compensation, if the NED accepts a position, without prior board approval, which the Board consider presents a conflict with the interests of Mothercare. In the event a NED fails to secure re-appointment as a director in accordance with the retirement by rotation procedure at the company's annual general meeting, the company is entitled to terminate the NED appointment with immediate effect.
• NED fees are paid quarterly in arrears. They are also reimbursed the cost of all reasonable out-of-pocket expenses incurred as a result of company business. NEDs salaries are disclosed in the Annual report.
• NEDs agree that during the 12 months following the termination of their appointment that they will not enter the employment, or become an officer or consultant to any firm or company that is or is about to become a business competitor of Mothercare.
• That all share dealings in the company's shares comply with the Model Code for Directors' Dealings issued by the UK Listing Authority and agree to consult with the Chairman prior to any dealing in the company's shares.
• NEDs are entitled to full access, advice and services of the Company Secretary and advisers to the company. They are made aware of the agreed procedure, in accordance with the recommendations in the Best Practice Provisions, to enable NEDs to take independent professional advice at the company's expense in the furtherance of their duties.