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• AIM Rule 26

The Board has delegated authority to a number of committees to deal with matters in accordance with written terms of reference, which are displayed on the Company’s website www.harvardplc.com. The Chairman of the committees attends the Annual General Meeting to answer questions from shareholders.

Audit Committee

This comprises the Non-Executive Directors, Mr P E Selway- Swift, Ms B P Blow and Mr A P Shearer. On 5 March 2009, Mr P E Selway-Swift retired as Chairman of the Committee and following the recommendations of the Nomination Committee, Mr A P Shearer was appointed as Chairman. Members of the Audit Committee have broad financial experience which the Board considers appropriate to enable the Committee to carry out its responsibilities.

The Audit Committee, which reports to the Board, is responsible for reviewing accounting policies and reporting requirements, ensuring the maintenance of accounting systems and controls and ensuring that the audit processes are effective.

The Committee monitors the controls that are in force and any perceived gaps in the control environment. It also considers and determines relevant action in respect of any control issues raised by the external auditors.

The Audit Committee reviews the appointment and scope of the work of the external auditors.

The Audit Committee undertakes an assessment of the auditors’ independence and determines the scope of the non-audit services, which currently is limited to advisory and compliance work and company secretarial services. UHY Hacker Young LLP do not advise the Group in respect of taxation matters or conduct due diligence assignments for potential acquisitions and they are not auditors of the Company’s principal overseas subsidiaries.

Remuneration Committee

This comprises the Non-Executive Directors, Mr P E Selway-Swift (Chairman), Ms B P Blow and Mr A P Shearer.

The principal duties of the Remuneration Committee, are to consider all aspects of Directors’ remuneration. Its policy is to establish remuneration packages, which enable the Company to attract, retain and motivate Directors with the necessary skills and experience. The Remuneration Committee considers that a part of Directors’ remuneration should be performance related and provides this through awards either under a Long-Term Incentive Plan, the Executive Share Option Scheme and following advice received from independent consultants, a cash bonus scheme.

The Remuneration Committee also considers the grant of share options under the Company’s Executive Share Option Scheme and awards of shares to senior employees under the Company’s Long-Term Incentive Plan. The policy of the committee is to grant share options to senior or other employees as part of a remuneration package that will motivate them to contribute to the success of the Company over the medium to long term.

Nomination Committee

This comprises Non-Executive Directors Mr P E Selway-Swift (Chairman) and Ms B P Blow. This committee, which reports to the Board, is primarily responsible for the appointment of Non-Executive Directors and succession planning.