CORPORATE GOVERNANCE AT A GLANCE
Core principles
We support the Combined Code on Corporate Governance 2008 (the Code). For the year ended 31 December 2009, the Board believes that the Company complied with the principles and provisions of the Code to the extent that they apply to the Company.
Board structure
The Board comprises:
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Non-executive Chairman.
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Non-executive vice Chairman and senior independent director.
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Six other non-executive directors.
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Four executive directors.
The Board held nine scheduled meetings in 2009 (2008: nine) and one ad hoc meeting.
Committees
The Board is assisted by the following committees:
1. Audit Committee – held four meetings (2008: four).
2. Nominations Committee – held two meetings (2008: two).
3. Chairman’s Succession Committee – held six meetings.
4. Remuneration Committee – held three meetings (2008: five).
5. Risk Committee – the Group Risk and Compliance Committee met four times during 2009. The non-executive chaired Risk Committee was established in early 2010.
6. Corporate Social Responsibility Committee – held four meetings (2008: four).
Changes
Board member changes are set out in the Corporate Governance Report section.
Each of the non-executive directors is considered to be independent for the purposes of the Code.
Geoffrey Timms
Company Secretary
