Corporate governance

The Board is responsible to shareholders for the management and control of the Company’s activities and is committed to the highest standards of Corporate Governance. The principal governance rules applying to UK companies listed on the London Stock Exchange are contained in the Combined Code on Corporate Governance adopted by the Financial Reporting Council in June 2006 (The Code).

The Board considers that, throughout the year to 31 December 2008, with the exception of one area detailed below (see Board composition and balance), the Company has complied with the provisions recommended in Section 1 of the Code which applies to the financial period that is the subject of the Annual Report and Accounts 2008.

Board composition and balance

Throughout the year to 31 December 2008 the Board comprised a Non-Executive Chairman, four Independent Non-Executive Directors and six Executive Directors.

The posts of Chairman and Group Chief Executive are separated. The Chairman is responsible for the workings and leadership of the Board and for the balance of its membership. The Chief Executive is responsible for leading and managing the business within the authorities delegated by the Board.

Martin Angle, Timothy Ingram, Charles McVeigh and Fields Wicker-Miurin are Independent Non-Executive Directors. The Board considers that the Non-Executive Directors are independent of management and have no business or other relationship which could interfere materially with the exercise of their judgement.

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Nomination Committee

Throughout the year to 31 December 2008 the Board comprised a Non-Executive Chairman, four Independent Non-Executive Directors and six Executive Directors.

The posts of Chairman and Group Chief Executive are separated. The Chairman is responsible for the workings and leadership of the Board and for the balance of its membership. The Chief Executive is responsible for leading and managing the business within the authorities delegated by the Board.

Martin Angle, Timothy Ingram, Charles McVeigh and Fields Wicker-Miurin are Independent Non-Executive Directors. The Board considers that the Non-Executive Directors are independent of management and have no business or other relationship which could interfere materially with the exercise of their judgement.

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