MIME 2018 Proxy Statement

assumptions made in valuing the restricted share units reported in this column are discussed in Note 11 to our audited financial statements for the year ended March 31, 2018, included in our Annual Report on Form 10-K. (3) Ms. Elliott resigned from the Board on March 31, 2018, and forfeited the equity award granted to her when she joined the Board. (4) Mr. FitzGerald’s director fees are set in U.S. dollars, but are paid in British pounds based on the then current currency exchange rate. (5) Mr. Ward joined the Board effective January 1, 2018. The following table sets forth the aggregate number of ordinary shares underlying restricted share units held as of March 31, 2018 by each of the persons who served as a non-employee director during the year ended March 31, 2018: Number of Restricted Share Units Held as of March 31, 2018 (#) Aron Ain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,259 Geraldine Elliott . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,499* Christopher FitzGerald . . . . . . . . . . . . . . . . . . . . . . . . 5,426 Hagi Schwartz . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,994 Stephen Ward . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,084 * Ms. Elliott forfeited these restricted share units upon her resignation from the Board on March 31, 2018. Compensation Risk Assessment We believe that although a portion of the compensation provided to our executive officers and other employees is performance-based, our executive compensation program does not encourage excessive or unnecessary risk taking. Our compensation programs are designed to encourage our executive officers and other employees to remain focused on both short-term and long-term financial, operational and strategic goals, in particular in connection with our “pay-for-performance” compensation philosophy. As a result, we do not believe that our compensation programs are reasonably likely to have a material adverse effect on us. Anti-Hedging and Anti-Pledging Policies Our insider trading policies prohibit all directors, executive officers, and employees from buying our securities on margin, or holding such securities in a margin account and, without prior approval, buying or selling derivatives on such securities, engaging in short sales involving such securities or pledging our securities as collateral for a loan. To date, no such requests have been made or approved. RESOLUTIONS FOUR AND FIVE APPROVAL OF THE APPOINTMENT OF OUR INDEPENDENT AUDITOR, AND AUTHORISATION OF THE BOARD TO DETERMINE THE REMUNERATION OF THE AUDITORS We have appointed Ernst & Young LLP in the United Kingdom as our independent auditor to perform the audit of our consolidated financial statements in Jersey for the fiscal year ending March 31, 2019, and we are asking shareholders to approve this appointment. On a global basis, we have appointed Ernst & Young LLP as our independent registered public accounting firm, for SEC reporting purposes. Ernst & Young LLP has served as our auditors since 2014. The audit committee annually reviews the auditors’ independence, including reviewing all relationships between the auditors and us and any disclosed relationships or services that may impact the objectivity and independence 14