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The Board of Vesuvius plc (the "Company") is responsible for the Group's system of corporate governance and is committed to maintaining high standards and to evolving governance arrangements to comply with emerging best practice. This report describes the Company's corporate governance structure and explains how Vesuvius has applied the main principles of the UK Corporate Governance Code issued by the Financial Reporting Council (the "Code") during the year ended 31 December 2013. Throughout the year and up until the date of this report Vesuvius was in full compliance with the requirements of the Code.

Roles and Responsibilities of the Board

Ultimate responsibility for the management of the Group rests with the Board of Directors. The Board focuses primarily upon strategic and policy issues and is responsible for the Group's long-term success. It sets the Group's strategy, oversees the allocation of resources and monitors the performance of the Group in pursuit of this, all within a framework of prudent and effective control which enables risk to be assessed and managed.

The Board

The Board has a formal schedule of matters reserved to it and delegates certain matters to its committees. It is anticipated that the Board will convene on seven scheduled occasions during 2014 as well as holding ad hoc committee meetings to consider non-routine business when required.

The Chairman and Chief Executive

The division of responsibilities between the Chairman and the Chief Executive is set out in writing and was reviewed during the year as part of the Company's annual corporate governance review.

The interactions in the governance process are are shown on the following schematic.

Board Schematic

Board Committees

The principal governance committees of the Board are the Audit, Remuneration and Nomination Committees. Each committee has written terms of reference, which were reviewed during the year and agreed by the Board. These are available to view on the Company's website (www.vesuvius.com).

CommitteeRoleChair of CommitteeMembership
AuditTo monitor the integrity of financial reporting and to assist the Board in its review of the effectiveness of the Group's internal controls and risk management systemsJeff HewittAll independent Non-executive Directors
RemunerationTo determine the appropriate remuneration packages for the Group's Chairman, Executive Directors, and Company Secretary, and to recommend and monitor the level and structure of remuneration for other Senior ManagementJohn Sussens up to the date of the 2013 AGM, and Jane Hinkley thereafterAll independent Non-executive Directors
NominationTo advise the Board on appointments, retirements and resignations from the Board and its committees and review succession planning for the BoardJohn McDonough, the Chairman (except where considering his own succession in which case the Committee is chaired by an appropriate Non-executive Director)The Chairman and any three Non-executive Directors

In addition, the Board delegates certain responsibilities on an ad hoc basis to a Finance Committee and Share Schemes Committee, which operate in accordance with the delegation of authority agreed by the Board.

CommitteeRoleChair of CommitteeMembership
FinanceTo approve specific funding and treasury-related matters in accordance with the Group's delegated authorities or as delegated by the BoardJohn McDonough, the ChairmanThe Chairman, Chief Executive, Chief Financial Officer and Group Treasurer
Share SchemesTo facilitate the administration of the Company's share schemesAny memberAny two Directors or a Director and the Company Secretary

The Group also operates a Group Executive Committee ("GEC"), which is convened and chaired by the Chief Executive, and assists him in discharging his responsibilities. The GEC comprises the Chief Executive, Chief Financial Officer, the three Business Unit Presidents, the President Refractories North Asia, the Vice President Human Resources, the Chief Technology Officer, the President Operations and the General Counsel & Company Secretary. The Executive Committee met six times during 2013 and is scheduled to meet seven times during 2014. Its meetings are held between the London head office and major operational sites. Biographical details of the GEC members are set out on in the Group Executive Committee.