COMPANY ORGANISATION

COMPANY ORGANISATION The Board currently comprises six executive and seven non-executive directors (including the Chairman who is responsible for running the Board). It carries the ultimate responsibility for the conduct of Reuters business. Its regular meetings take place every two months. Regular and ad-hoc reports and presentations to the Board ensure it is supplied, in a timely fashion, with the information it needs. Non-executive directors periodically visit Reuters offices throughout the world where they are briefed on various aspects of the company's operations.

The Executive Committee, chaired by the Chief Executive, is responsible for the management of the business. It meets at least six times a year. The functions of its 14 members are described in their biographies.

The Executive presents the annual budget and plan to the Board for its approval. Actual results are reported to each scheduled meeting of the Board, with appropriate trend analysis.

The three principal committees of the Board are the Remuneration Committee, the Audit Committee and the Nomination Committee. The Board sets the terms of reference of these committees. With the exception of Michael Green all the non-executive directors, including the Chairman, served on all three committees in 1997. Michael Green at his request relinquished his membership of the Remuneration and Audit Committees at the end of 1996 in order to devote more of his time as a non-executive director to the other aspects of the company's business. Peter Job, the Chief Executive, also serves on the Nomination Committee which makes recommendations to the Board on the appointment of directors.

The schedule of matters reserved for the Board's decision includes treasury investment, borrowing and hedging policies, significant capital expenditure or disposals of assets, and all investments, acquisitions or disposals which are not in line with strategies previously adopted by the Board.

Also reserved for Board decision is any transaction by a group company likely to require listing particulars or a tender offer to be filed with the London Stock Exchange or to require a filing under the US federal securities laws with the SEC.

The Board must approve any agreement with any other party that entails or may involve the assumption of ongoing business risks, liabilities or commitments equal to or exceeding £50 million in aggregate during the life of the contract.

Non-financial risks, including possible damage to Reuters reputation as a leading news provider, or threats to the reliability of its computer systems, are examined by a business risks steering group which periodically reports to the Board on the management of risks throughout the group. In addition there is a dedicated risk management function at Instinet.

The directors are bound by the company's Articles to pay due regard to the Reuter Trust Principles. The Board views these principles as central to the company's standing and commercial success and works closely with the Reuters Founders Share Company to safeguard them.

Company technical policies provide standards for the integrity, confidentiality and availability of internal and external information services and the systems on which they operate. These policies, together with the company's Code of Conduct which sets out the standards of behaviour and integrity which all employees are expected to observe, are readily available on the company's internal information database.