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Paysafe Group Plc Board and Committees

The Company is controlled by its Board of Directors. All Non-Executive Directors are considered by the Board to be independent of management and free of any relationship which could materially interfere with the exercise of their independent judgment.

The Board delegates clearly defined powers to its Audit, Remuneration and Nomination Committees. The Company Secretary is Secretary to each of the Committees and the minutes are of each Committee meeting are available for review by the Board.

Membership and Terms of Reference for each of the Committees is set out below:

Audit Remuneration Nomination
Chairman: Ian Francis Ian Jenks Andrew Dark
Other Members:

Andrew Dark
Brahm Gelfand

Brahm Gelfand
Andrew Dark

Ian Francis
Dennis Jones

Documents: Terms of Reference Terms of Reference Terms of Reference

The Board’s policy on Director appointments is that these will be considered by the Nomination Committee and if appropriate, approved by the full Board, following consideration by the Remuneration Committee of any incoming Director’s remuneration package. The Board and Remuneration Committee also consider regularly the changes in roles which occur from time to time for certain Board members, to ensure that all arrangements are approved.

The Chairman is responsible for the conduct of the Board, and he, together with the President & CEO, is responsible for liaising with the Secretary to ensure that all Directors receive sufficient and relevant information of a financial, business and corporate nature prior to meetings.

The Board approves the annual budget and monitors the performance of the Company, Group and the management team against the approved budget and a range of key performance indicators, as well as considering employee issues and key appointments. All members of the Board are able to take independent professional advice in relation to their duties as a Director of the Company, at the Company’s expense, should they wish to do so.

The Company Secretary, to whom all Directors have access, attends Board and Committee meetings, and ensures compliance with relevant procedural obligations, as well as being available for provision of advice to the Company and Directors.

The Directors will submit themselves for re-election, in accordance with the Company’s Articles and the Combined Code, at least once every three years.