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Corporate governance

Cineworld is committed to ensuring compliance with the provisions of the UK Corporate Governance Code, as applicable.

The Board is currently composed of ten members, consisting of three Executive Directors and seven Non-Executive Directors, six of whom are independent and one of whom has been appointed a senior independent director.

The Board has established Nomination, Remuneration and Audit Committees, with formally delegated duties and responsibilities, with written terms of references which can be found below. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises.

Further information on Corporate Governance can be found in the Corporate Governance Statement to be found in our latest annual report.

Nomination Committee

The Nomination Committee assists the Board in discharging its responsibilities relating to the composition of the Board. The Nomination Committee is responsible for evaluating the balance of skills, knowledge and experience on the Board, the size, structure and composition of the Board, retirements and appointments of additional and replacement Directors and makes appropriate recommendations to the Board on such matters.The UK Corporate Governance Code provides that a majority of the members of the Nomination Committee should be independent non-executive directors.

The Company's Nomination Committee is composed of three members, two of whom are independent Non-Executive Directors (namely Rick Senat and Arni Samuelsson). The third member is Scott Rosenblum. The Chair of the Nomination Committee is Rick Senat. The Company therefore considers that it complies with the UK Corporate Governance Code recommendations regarding the composition of the Nomination Committee.

The Nomination Committee meets formally at least twice a year and otherwise as required.

Remuneration Committee

The Remuneration Committee assists the Board in fulfilling its responsibilities in relation to remuneration, including making recommendations to the Board on the Company's policy on executive remuneration, determining the individual remuneration and benefits package of each of the Executive Directors and monitoring and approving the remuneration of senior management below Board level.

The membership of the Company's Remuneration Committee comprises three independent Non-Executive Directors (namely Martina King, Julie Southern and Rick Senat). The Chair of the Remuneration Committee is Martina King. The Company therefore considers that it complies with the UK Corporate Governance Code recommendations regarding the composition of the Remuneration Committee.

The Remuneration Committee meets formally at least twice a year and otherwise as required.

Audit Committee

The Audit Committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including reviewing the Company's annual financial statements, reviewing and monitoring the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the Company's internal audit activities, internal controls and risk management systems. The ultimate responsibility for reviewing and approving the Annual Report and Accounts and the half-yearly reports remains with the Board.The UK Corporate Governance Code recommends that at least one member should have recent and relevant financial experience.

The membership of the Company's Audit Committee comprises three independent Non-Executive Directors (namely Martina King, Alicja Kornasiewicz and Julie Southern). The Chair of the Audit Committee is Julie Southern. The Company therefore considers that it complies with the UK Corporate Governance Code recommendations regarding the composition of the Audit Committee.