Nomination Committees
The Nomination Committee comprised Peter Cawdron (Chairman), Eric Walters and Martina King throughout the year and Bill Grimsey from October 2006.The Committee reports to the Board and its duty is to seek suitably skilled and experienced candidates to be Non-Executive Directors and ensures plans are in place for orderly succession for appointments to the Board.

Due to Rod Aldridge’s retirement from the Board, the Nomination Committee met during the year under review for the purposes of appointing a Non-Executive Chairman, an Executive and a Non-Executive Director to the Board.

A rigorous review, taking into account the need for progressive refreshing of the Board, was carried out. Core competencies and attributes required to fill the roles were set out. Independent external search consultants were engaged, where appropriate, to identify potential candidates. It should be noted that Eric Walters excused himself from the discussions regarding the consideration of his nomination and appointment as Non-Executive Chairman.

Audit Committee
The Audit Committee comprised the Non-Executive Directors throughout the year and was chaired by Peter Cawdron. He has significant and recent relevant financial experience. Audit Committee meetings are also attended, by invitation, by the Non-Executive Chairman, Chief Executive, Group Finance Director, Group Compliance Director, Head of Risk Management and by representatives of the external auditors.

At their meetings, the Committee reviewed a wide range of financial reporting and related matters including the half-year and annual accounts prior to their submission to the Board. The Committee focused in particular on critical accounting policies and practices adopted by the Group and any significant areas of judgement that materially impact reported results. It also monitored the internal controls that are operated by management to ensure the integrity of information reported to shareholders.

The Committee provides a forum for reporting by the Group’s external auditors, and it advised the Board on the appointment, independence and objectivity of the external auditors and on their remuneration both for statutory audit and non-audit work. It also discussed the nature, scope and timing of the statutory audit with the external auditors. The Audit Committee annually performs an independent assessment of the suitability and performance of the external auditors in making its recommendation to the Board for their re-appointment.

The Committee reviewed the appropriateness of the annual internal audit programme for the Group, to ensure that the business risk management and internal audit functions are adequately sponsored and resourced. It also monitors the resourcing levels and performance of the Group’s Financial Services Authority compliance function.

At the meeting to review the 2006 Annual Report and Accounts, the Committee considered the level of non-audit services being provided by the Group’s external auditors in order to satisfy itself that the objectivity and independence of the external auditors is safeguarded. There is a policy in place to monitor and approve the use of the auditors for non-audit services. Details of audit and non-audit fees are given in note 6. The lead partner is rotated on a 5 year basis and, consequently, a new lead partner was appointed for the 2006 audit process.

Remuneration Committee
Details of the Remuneration Committee and its activities are given in the Directors’ Remuneration Report. The terms of reference of the Nomination, Remuneration and Audit committees are displayed in the investor centre at www.capita.co.uk

Board and committee members, frequency of meetings and attendance
Dduring 2006 the Board met 9 times, excluding ad hoc meetings solely to deal with procedural matters. The Nomination Committee and the Remuneration Committee met 3 times during the year. The Audit committee met 4 times during the year. Attendance is recorded in the table below.

Any Directors’ non-attendance at Board Meetings or meetings of the Audit, Remuneration or Nomination Committees was due to illness or an absence previously agreed with the Chairman of the Board, the Chief Executive or the Chairman of the relevant committee.

Figures in brackets indicate the number of meetings held in the period in which the director was a member of the Board/Committee.

*Simon Pilling and Bill Grimsey’s Board attendance following their appointments in August 2006 and October 2006 respectively. Bill Grimsey was also appointed to the Nomination and Remuneration Committee which have not met since his appointment.