DIVISION OF RESPONSIBILITIES BETWEEN THE CHAIRMAN AND CHIEF

EXECUTIVE OFFICER, AND THE ROLE OF THE SENIOR INDEPENDENT

DIRECTOR

The Board believes that there should be a clear division of responsibilities between
the Chairman, who has responsibility for running the Board and the Chief Executive,
who has responsibility for running the Companys business.

This document sets out their responsibilities and also the role of the Senior
Independent Director and the supporting role of the Company Secretary. It was
agreed by the Board of Thomas Cook Group plc on 13 September 2012.

The Role of the Chairman

The Chairman is responsible for the leadership of the Board and creating the
conditions to ensure it is effective in all aspects of its role. Specifically, the Chairman
is responsible for the following:
Promoting the highest standards of corporate governance and setting clear
expectations concerning the Companys culture, values and behaviours; requiring
that all Board members are exemplars in these areas.
Through the Nominations Committee, ensuring that the Board and its Committees
comprise members who have the appropriate balance of skills, experience,
independence and knowledge; and that appropriate succession planning is in
place.
Developing effective working relationships with the executive Directors and the
CEO in particular, providing regular support and advice while respecting
executive responsibility.
Promoting effective relationships between all Board members and encouraging all
to engage constructively and openly in all meetings by drawing on their skills,
experience, knowledge and, where appropriate, independence.
Setting the agendas for Board meetings, in consultation with the CEO and
Company Secretary; ensuring that such agendas, over time, allocate sufficient
time for focus on strategy, performance, value creation, accountability, risk and
succession planning.
Ensuring Board members receive timely, accurate and high quality information on
which the Board can take sound decisions; chairing Board meetings ensuring that
adequate time is available for discussion of all agenda items, in particular
strategic issues.
Ensuring that appropriate personal objectives are developed and put in place for
the CEO; on a quarterly basis, assessing those objectives and providing feedback
to her; and discussing and agreeing with her the level of achievement of the
objectives for onward reporting to the Remuneration Committee.
Leading the annual evaluation of the effectiveness of the Board, its Committees
and individual Directors and ensuring necessary action is taken on the results.
Ensuring that a well developed induction plan is tailored to the needs of all new
Directors and that the ongoing development needs for each of the Directors is
monitored and that they have the opportunity to continually refresh their skills and

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 knowledge and maintain a thorough understanding of the Companys business
issues.
Ensuring that the Company maintains effective communication with shareholders
and other stakeholders, recognising that whilst he should discuss governance and
strategy with major shareholders, most shareholder contact will be with the CEO
and CFO. Ensuring that the Board is made aware of shareholder issues and
concerns.

Company Secretarys support for the Chairman

The Chairman is supported in delivering the responsibilities listed above by the

Company Secretary. Specifically:
o The Company Secretary supports the Chairman and advises the Board
and its Committees, through the Chairman, on all governance matters.
o Under the direction of the Chairman, the Company Secretarys
responsibilities include ensuring good information flows within the Board
and its Committees and between senior management and non-executive
Directors, as well as facilitating induction and assisting with professional
development as required.

The Role of the CEO

The CEO is the most senior executive Director on the Board and is responsible for
running all aspects of the business.

The role of the CEO includes, but is not limited to, responsibility for the following:
Development of strategy and its implementation, following approval by the Board.
Development of the annual budget and its implementation, following approval by
the Board.
Regular reporting to the Board of progress in respect of the strategy, the
Companys performance and operational matters; and bringing to the Boards
attention all matters that materially affect or are capable of materially affecting the
achievement of strategy or the performance of the Company.
Meeting with the Chairman on a regular basis to keep him informed of all
important matters.
Monitoring and maintaining standards of corporate governance; developing,
communicating and embedding effective business and financial controls and risk
identification and management processes across the Group. Ensuring that across
the Group, all laws and regulations are complied with.
Developing appropriate values and standards of business conduct, in line with the
Boards expectations; providing clear leadership in responsible business conduct;
and ensuring that this is effectively communicated to, and embedded amongst, all
employees across the Group. Leading the senior management team to act as
exemplars in this area.
Ensuring that the Group meets its obligations in respect of corporate responsibility
as defined by the Board.

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 Developing senior talent development and succession plans and presenting those
to the Board on an annual basis; creating the appropriate organisational design
and environment across the Group for the recruitment, engagement, retention
and development of the people at all levels necessary to deliver the strategy.
Setting objectives for direct reports and assess and provide feedback on the
achievement of the objectives on a regular basis
Representing the Company and furthering its best interest with the business
community, investors and analysts, the media, customers, suppliers, the public
and acting as the Companys principal spokesperson.

The Role of the Senior Independent Director

In normal times, the role of the Senior Independent Director is to:

Provide a sounding board for the Chairman and provide support for the Chairman
in the delivery of his objectives.
Serve as an intermediary for the other Directors when necessary.
Chair the Board and general meetings of shareholders in the event that the
Chairman is unable to attend.
Lead the evaluation of the Chairman, without the Chairman present and taking
into account the views of the executive Directors, at least annually and on such
other occasions as are deemed appropriate and including communicating results
of the evaluation to the Chairman.
Be available to shareholders if they have concerns which contact through the
normal channels of Chairman, CEO or other executive Directors has failed to
resolve or for which such contact is inappropriate.
Work with the Nominations Committee to take responsibility for an orderly
succession process for the Chairman.

If the Board is undergoing a period of stress, the Senior Independent Director will
work with the Chairman, the CEO and other Directors or shareholders, as required,
to resolve significant issues.

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