Introduction

ReEnergy Group plc was listed on AIM in December 2005 and is committed to high standards of corporate governance. In March 2006 the Board adopted the guidance on corporate governance given by The Quoted Companies Alliance (2005) which we consider to be appropriate for our business.

Constitution of the Board

Currently the Board consists of four executive directors and three non-executive directors, namely:

Michael Roger Hewitt - Non-Executive Chairman

Jonathan Allen - Group Managing Director, Waste Management Services

Andrew Biffen - Group Technical & Development Director

Dr. Grant Jones - Group Managing Director, Water Treatment Services

Tony Morgan - Senior Independent Non-Executive Director

Steven Mueller - Non-Executive Director

Wayne Keast - Non-Executive Director

Committees of the Board

The Board has three standing committees, each of which has terms of reference setting out their authority and duties including the following:

The Audit Committee comprises Tony Morgan as Chairman, Steve Mueller and Wayne Keast. The Committee meets as required. It reviews the report and accounts and the preliminary and interim statements, including the Board's statement on Internal Financial Control in the Annual Report, prior to their submission to the board for approval. The Audit Committee also reviews Corporate Governance within the group and reports on this to the Board. In addition the Audit Committee assesses the overall performance of the external auditors including scope, cost effectiveness and objectivity.

The Committee is also charged with reviewing the independence of the external auditors and monitors the level of non-audit fees.

The Remuneration Committee comprises Tony Morgan as Chairman, Steve Mueller and Wayne Keast. The Company Secretary acts as secretary. The Remuneration Committee determines, on behalf of the Board, the Group's policy on executive remuneration and the remuneration packages for Executive Directors. It also approves and administers The Executive Share Option Scheme and the grant of options as part of the remuneration package.

The Appointments Committee consists of the Michael Roger Hewitt as Chairman and Tony Morgan. In addition to its role of considering the appointment of directors and senior managers the committee is also charged with reporting to the Board on the effectiveness of the Board, its sub-committees and its directors and it should do this at the end the annual audit cycle.