Real Estate Investors PLC - Terms of Reference

Audit Committee

The audit committee meets no less than twice a year. It also assists the board in observing its responsibilities for ensuring that the Group's accounting systems provide accurate and timely information and that the Group's published financial statements represent a true and fair reflection of the Group's financial position and its performance in the period under review. The committee also ensures that internal controls and appropriate accounting policies are in place, reviews the scope and results of the audits, the independence and objectivity of the auditors and establishes that an effective system of internal control is maintained.

The committee has primary responsibility for making a recommendation on the appointment or reappointment of the external auditors. In order to maintain the independence of the external auditors, the Board has determined guidelines as to what non-audit services can be provided by the company's external auditors and the committee also monitors the level of non-audit fees paid to the external auditors. The audit committee consists of John Jack, Marcus Daly and John Crabtree.

Remuneration Committee

The remuneration committee meets no less than twice a year and is responsible for determining directors' remuneration together with the terms and conditions of their service contracts. It has access to relevant comparative information in respect of similar businesses. The committee also maintains a watching brief over the general employment terms and pay structure of the employees. The remuneration committee consists of Paul Bassi, William Wyatt and John Crabtree.