Historia del IPC

This section provides information on the employment and remuneration arrangements of the Directors and Proposed Directors.

Mr Barber has a service contract as Executive Chairman with the Company dated 6 March 2009 and is entitled to a basic salary of £500,000. This service contract will come to an end on 31 December 2010. The notice period is the lower of twelve months or the period remaining until 31 December 2010. From 1 January 2011 he will become Non-Executive Chairman of the Company under a letter of appointment with the Company dated 25 May 2010 on a fee which for 2011 is £100,000 per annum. This appointment is until the 2012 AGM or until he resigns, is not re- appointed nor deemed reappointed following retirement in accordance with the Company’s Articles of Association, or is otherwise removed in accordance with the Companies Act 2006 or the Company’s Articles of Association, if earlier. There is no notice period and there are no provisions for compensation being payable upon early termination of the appointment.

Mr Stagg has a service contract with the Company dated 13 January 2010 under which he is engaged as an Executive Director until he reaches age 65, which either party is able to terminate with twelve months’ notice. Mr Stagg is entitled to a basic annual salary of £300,000, a company car, membership of a private medical scheme, permanent health insurance, life assurance cover and pension contributions of 17.5 per cent. of his basic salary.

Mr Smith has a service contract with the Company dated 6 March 2007 under which he is engaged as Finance Director until he reaches age 65, which either party is able to terminate by giving twelve months’ notice. Mr Smith is currently entitled to a basic annual salary of £285,000, a company car allowance, membership of a private medical scheme, permanent health insurance, life assurance cover and pension contributions of 17.5 per cent. of his basic salary.

Mr Carvalho has an appointment letter in respect of his role as a director of the Company dated 18 March 2008, which may be terminated with no notice. He also has an employment contract with a Group company and is entitled to a base salary of $1,000,000 which either party is able to terminate with twelve months’ notice.

Mr Lopinto has an appointment letter in respect of his role as a director of the Company dated 12 January 2010, which may be terminated without notice. He also has an employment contract with a Group company and is entitled to a base salary of c300,000 which either party is able to terminate with three months’ notice.

Mr Mahjoub has an appointment letter in respect of his role as a director of the Company dated 17 December 2009, which may be terminated without notice. He also has an employment contract with a Group company and is entitled to a base salary of c_{500,000 which either party is able to} terminate with three months’ notice.

Mr Wietecha has an appointment letter in respect of his role as a director of the Company dated 18 March 2008, which may be terminated with no notice. He also has an employment contract with a Group company and is entitled to a base salary of $650,000 which either party is able to terminate by giving four months’ notice.

Mr Capello and Mr Di Spiezio Sardo have each entered into a conditional letter of appointment with the Company. Their respective appointments to the Board are conditional on the Subscription Agreement becoming unconditional in all respects. Their respective appointments will last until the earliest to occur of their resignation, the not being re-appointed nor deemed reappointed following retirement in accordance with the Company’s Articles of Association, otherwise being removed in accordance with the Companies Act 2006 or the Company’s Articles of Association, or a period up to three years is concluded. They are not subject to notice periods and there are no provisions for compensation being payable upon early termination of their appointments. There are no fees payable.

In the event of the early termination of an executive director’s contract, it is the Committee’s policy that the amount of compensation (if any) paid to the executive director will be determined by reference to the relevant circumstances that prevail at the time.

None of the Non-Executive Directors has an employment contract with the Company. However, each has entered into a letter of appointment with the Company confirming his/her appointment until he/she resigns, is not re-appointed nor deemed reappointed following retirement in accordance with the Company’s Articles of Association, is otherwise removed in accordance with the Companies Act 2006 or the Company’s Articles of Association, or a period up to three years is

concluded. None of the Non-Executive Directors are subject to notice periods and there are no provisions for compensation being payable upon early termination of an appointment of a Non- Executive Director. The agreement provides for a fee per annum at a rate to be agreed at the Company’s December board meeting each year; the rate for 2010 is £35,000. The Chairman of the Audit and Risk Committee, the Chairman of the Remuneration Committee, the Chairman of the Nominations Committee and Senior Independent Director are entitled to an additional fee of £5,000 for each role. Mr Simon will receive an additional fee of c_{10,000 per annum from 1 January 2010} for his appointment to the Supervisory Board of the Company’s French subsidiary, Ineum Conseil et Associes SA. The Board has concluded that this appointment does not affect Mr Simon’s independence as the role is considered an extension of his role as a non-executive director.

The details of the most recent letters of appointment of the non executive-directors are set out below:

Director/Proposed Director Date of letter of appointment

Baroness Cohen 16 March 2009

S A Ferriss 9 March 2009

A H Simon 7 August 2009

J D Waldron 9 October 2008

M Capello 27 May 2010

E Di Spiezio Sardo 27 May 2010

The Articles require directors appointed by the Board during the year to retire and, if agreed, offer themselves for reappointment at the first Annual General Meeting (‘’AGM’’) following their appointment. There is also a process of rotation which ensures that no Director holds office for more than three years without being reappointed at an AGM and also that one-third of directors will be required to retire and seek reappointment at each subsequent AGM. Consequently, Stephen Ferriss, Marco Lopinto, Chiheb Mahjoub, Craig Smith and Nick Stagg offered themselves for re- election at the AGM held on 20 April 2010 and were duly re-elected. In addition, Mr Barber voluntarily offered himself for re-election at this meeting and was duly re-elected.

The remuneration of each Director and Proposed Director for the year ended 31 December 2009 was as follows: Salary/Fees £ Bonus £ Deferred Bonus £ Taxable Benefits £ Pensions contributions £ Total £ Executive A J Barber 500,000 — — — — 500,000 N S Stagg 59,231 — — 950 10,365 70,546 C H Smith 285,000 — — 23,698 49,875 358,573 L H Carvalho 638,134 — — 13,583 6,541 658,258 M E Lopinto 10,094 3,003 — — — 13,097 C Mahjoub 51,257 20,503 — — — 71,760 M Wietecha 263,256 — — 7,594 — 270,850 Non-Executive Baroness Cohen 40,000 — — — — 40,000 S A Ferriss 43,750 — — — — 43,750 A H Simon 57,805 — — — — 57,805 J D Waldron 35,000 — — — — 35,000 Total 1,983,527 23,506 45,825 66,781 2,119,639

Benefits vary according to the employing country of the Director or Proposed Director but may comprise some or all of the following: a car (or car allowance), insurances for life, personal accident, disability, permanent health and family medical cover.

Save as set out above, no other such contracts have been entered into or amended in the six months prior to the date of this document.

6. CORPORATE GOVERNANCE

Board procedure and committees

The Board is committed to the principles of good corporate governance and complies with all the provisions of the Financial Reporting Council’s Combined Code on Corporate Governance (the ‘’Combined Code’’) save that Mr Barber currently serves as both Chairman and Chief Executive Officer of the Company.

The Combined Code requires that smaller companies should have at least two non-executive directors who are independent in character and judgment and free from relationships or circumstances which are likely to affect, or could appear to affect, the Director’s judgment.

The Board consists of an Executive Chairman, six Executive Directors and four Non-Executive Directors. In order to fully comply with the Combined Code, a separate individual, Nick Stagg, will be appointed to the position of Chief Executive as of 1 July 2010. The Board considers that all the current Non-Executive Directors are independent in character and judgment and within the definition of this term in the Combined Code.

The Executive Chairman, Alan Barber, is a non-executive director of Invesco English & International Trust PLC, JP Morgan Japanese Investment Trust PLC, Western & Oriental PLC, Witan Pacific Investment Trust PLC and Impax Asian Environmental Markets PLC. The Board is satisfied that these appointments do not conflict with the Executive Chairman’s ability to carry out his duties and responsibilities effectively for the Company.

The Board meets regularly; seven meetings were held during 2009, the majority at 10 Fleet Place, London EC4M 7RB. All members of the Board are supplied, in advance of meetings, with appropriate information covering matters which are to be considered. The Executive Chairman meets throughout the course of the year with the Non-Executive Directors in the absence of the other executive directors.

There is a formal schedule of decisions reserved for the Board. This includes approval of the following: the Group’s strategy; the annual operating plan and budget; the annual and interim financial statements; significant transactions; major capital expenditures; risk management policies; the authority levels vested in management; Board appointments; and remuneration policies. As described below, the review of certain matters is delegated to the Audit and Risk Committee, the Remuneration Committee and the Nominations Committee, all of which make recommendations to the Board in relation to those matters reserved for the Board as a whole.

Procedures are in place which allow directors to take independent professional advice in the course of their duties, and all Directors have access to the advice and services of the Company Secretary (Charles Ansley). Where a Director has a concern over any unresolved business he is entitled to require the Company Secretary to minute that concern. Should he resign later over this issue, the Executive Chairman will bring it to the attention of the Board.

As detailed below, the Board has an Audit and Risk Committee, Remuneration Committee and Nominations Committee to assist in the discharge of its responsibilities. The terms of reference of these committees comply with the Combined Code.

Audit and Risk Committee

The Audit and Risk Committee currently consists of Mr Stephen Ferriss (Chairman), Baroness Cohen, Mr Andrew Simon and Mr Julian Waldron. Only independent, Non-Executive Directors who have no links with external auditors may serve on the Audit and Risk Committee. Two members of the Audit and Risk Committee, Stephen Ferriss and Julian Waldron have been identified by the Board as having recent and relevant financial experience.

The Audit and Risk Committee meets at least three times a year (there were four meetings in 2009) and is authorised to:

(ii) seek any information it requires from any Company employees (all employees are directed to cooperate with any request made by the Audit and Risk Committee); and

(iii) obtain outside legal or independent professional advice.

The external auditors typically attend all Audit and Risk Committee meetings and, on occasion, the Audit and Risk Committee meets privately with them. The Chairman of the Audit and Risk Committee reports to the Board on the Audit and Risk Committee’s activities after each meeting, identifying relevant matters requiring communication to the Board and recommendations on the steps to be taken.

The key responsibilities of the Audit and Risk Committee are to:

(i) appoint, engage and monitor external auditors to ensure the effectiveness of the external audit process and independence of the external auditors;

(ii) pre-approve any material permitted non-audit engagements. Regular reports are presented of fees paid to the external auditors in order to ensure that the relationship between non-audit fees and audit fees was not inappropriate;

(iii) review the benefits and costs of any internal audit function and ensure it is adequately resourced and has appropriate standing within the Company;

(iv) review the Company’s procedures for handling allegations from whistleblowers;

(v) review management’s and any internal auditors’ reports on the effectiveness of systems for internal financial control, financial reporting and risk management;

(vi) review the register of Group risks prepared by management; (vii) review insurance arrangements in respect of identified risks;

(viii) review the actions of management in relation to interim and annual financial statements; (ix) review the interim and full year financial statements and satisfy itself that it is appropriate for

the Board to approve the financial statements; and

(x) review any material communication between management and the auditors, including representation letters.

Remuneration Committee

The Code recommends that the Remuneration Committee should comprise at least two independent non-executive directors; the Remuneration Committee comprised four independent Non-Executive Directors throughout 2009. The present membership of the Remuneration Committee is Mr Andrew Simon (Chairman), Baroness Cohen, Mr Stephen Ferriss and Mr Julian Waldron. Under the terms of the Subscription Agreement, BlueGem will be entitled to appoint one of the Proposed Directors to the Remuneration Committee for so long as BlueGem holds at least 10 per cent. of the issued shares in the Company.

The Remuneration Committee reviews and determines, on behalf of the Board, the salary, benefits and pension packages of the Executive Chairman and its other directors. The Remuneration Committee also reviews, on behalf of the Board, the remuneration packages of the highest paid executives and the Company Secretary.

No director is involved in deciding their own remuneration. The Remuneration Committee makes use of published reports on directors’ remuneration packages and advice from independent external advisers is obtained when required. Hewitt New Bridge Street Consultants LLP has been appointed to advise the Remuneration Committee on the operation of its incentive schemes and the remuneration of executive and non-executive directors and employees. Hewitt New Bridge Street Consultants LLP has no other connection with the Company.

The Remuneration Committee meets at least three times a year, and its meetings may be attended by other Board members at the invitation of the Remuneration Committee. The Remuneration Committee is required to attend the Annual General Meeting at which the Chairman of the Remuneration Committee answers shareholders’ questions on remuneration.

Nominations Committee

The Code recommends that a majority of the Nominations Committee should be independent non- executive directors. The Nominations Committee currently comprises Mr Stephen Ferriss (Chairman), Mr Alan Barber, Baroness Cohen, Mr Andrew Simon and Mr Julian Waldron, all of

whom the Board believe to be sufficiently independent to perform this role. Under the terms of the Subscription Agreement, BlueGem will be entitled to appoint one of the Proposed Directors to the Nominations Committee for so long as BlueGem holds at least 10 per cent. of the issued shares in the Company.

The Nominations Committee’s purpose is to consider future appointments to the Board and the succession policy for key management positions. It meets at least annually and is required to make a statement in the annual report about its activities.

7. EMPLOYEES

The average number of people employed by the Company over the last three financial years was as follows: Number of Employees Division Year ended 31 December 2007 Year ended 31 December 2008 Year ended 31 December 2009

Sales and Marketing 360 148 91

Consultants 1,066 1,685 1,386

Support Staff 272 352 291

Total 1,698 2,185 1,768

8. CONFIRMATION FROM DIRECTORS AND PROPOSED DIRECTORS

Save as described in below, in the five years before the date of this document, the Directors and Proposed Directors:

(i) do not have any convictions in relation to fraudulent offences;

(ii) have not been associated with any bankruptcies, receiverships or liquidations through acting in the capacity of a member of administrative, management or supervisory bodies or as a partner, founder or senior manager of any partnership or company; and

(iii) do not have any official public incrimination and/or sanctions by statutory or regulatory authorities (including designated professional bodies) and have not been disqualified by court from acting as a member of the administrative, management or supervisory bodies of any company or from acting in the management or conduct of the affairs of any company.

Mr Stagg was appointed as a director of Teathers Limited in 2001, a company which went into liquidation as part of the winding up procedure of Landsbanki Islands hf. In the future, certain other subsidiaries of the Teather & Greenwood Group, of which Mr. Stagg was a director, may also enter into liquidation as part of the winding up procedure.

9. DETAILS OF DIRECTORS’ AND PROPOSED DIRECTORS’ CONFLICTS OF INTEREST Mr Capello and Mr Di Spiezio Sardo are partners in BlueGem Capital Partners LLP, which manages BlueGem. Each of these positions, which have been identified as potential situational conflicts, has been disclosed to and authorised by the Board.

Mr Wietecha has been appointed to represent the interests of those Shareholders that sold the Kurt Salmon Associates business to the Company under the terms of the arrangements entered into at the time of such sale. This position, which has been identified as a potential situational conflict, has been disclosed to and authorised by the Board.

Mr Lopinto has been appointed to the Board under the terms of the arrangements entered into at the time of the acquisition of the Ineum Consulting business by the Company. This position, which has been identified as a potential situational conflict, has been disclosed to and authorised by the Board.

Save as disclosed in this paragraph 9 and in their capacities as persons beneficially interested in Ordinary Shares as summarised in paragraph 4 above, at the date of this document there are no potential conflicts of interests between any duties owed to the Company by the Directors or by any members of senior management and their private interests or other duties.

10. OTHER DIRECTORSHIPS AND PARTNERSHIPS OF DIRECTORS AND PROPOSED