GOVERNANCE MATTERS

Board structure

The Board currently comprises:

• A non-executive Chairman.
• A non-executive vice Chairman who is also the Senior Independent Director.
• Five other non-executive directors.
• Four executive directors.

Board changes during 2010 are detailed in the Corporate Governance Statement section.

The Board met nine times during the year and participated in a two day off-site strategy event.

Governance principles

During 2010, the Board resolved to develop a Corporate Governance handbook made up of the Company’s corporate governance policies, reflecting the commitment of the Board to good corporate governance.

The Board also decided that all Board members would submit themselves for re-election at this year’s Annual General Meeting (AGM) in accordance with the new UK Corporate Governance Code.

This Governance report describes how the Company has applied the principles of the Combined Code (the Code).

Each of the non-executive directors is considered to be independent for the purposes of the Code.

Geoffrey Timms
Company Secretary