Corporate

Corporate governance

• • Download the Corporate governance report 2008

  The Board

  On 3 February 2008 the Board comprised a Chairman, five Executive Directors and five Non-Executive Directors. With the retirement of the Chairman and the planned recruitment of an additional Non-Executive Director, at least half of the Board will ultimately comprise of independent Non-Executive Directors. View the biographies of the current Board members.

  The division of responsibilities between the Chairman and the CEO has been set out in writing and agreed by the Board.

  The Board is responsible for setting and approving the strategy and key policies of the Group, and for monitoring the progress towards achieving these objectives.It monitors financial performance, critical operational issues and risks. The Board also approves all circulars, listing particulars, resolutions and correspondence to the shareholders including the Annual Report, Half yearly financial report and Interim management statements. Click on the link for the 'Formal Schedule of Matters Reserved for the Board'.

• Committees of the Main Board

  The principal committees of the Board are the Audit, Remuneration and Nomination Committees. As at 3 February 2008, the Non-Executive Directors are members of all three Committees. The Chairman and the CEO are also members of the Nomination Committee.

  The terms of reference for these Committees are:

  • Audit Committee terms of reference
  • Remuneration Committee terms of reference
  • Nomination Committee terms of reference

• Internal control

  The Board is responsible for setting a system of internal control for the Group and reviewing its effectiveness. The control system is intended to manage rather than eliminate the risk of not meeting the Group’s strategic objectives. Any such system can only provide reasonable, not absolute, assurance against material misstatement or loss.

  The Board is satisfied that a continual process for identifying, evaluating and managing significant risks has been in place for the financial year and up to the date of the Annual Report 2008.

• Shareholder relations

  The CEO and the Group Finance Director meet regularly with analysts and institutional shareholders. The Investor Relations Director also maintains a programme of work that reports to the Board the requirements and information needs of institutional and major investors. This is part of the regular contact that the Group maintains with its institutional shareholders. All Directors, Executive and Non-Executive attend the AGM. The Chairs of the Audit, Nomination and Remuneration Committees are available to answer any questions. Additionally, the Group’s brokers sought independent feedback from investors following the Annual and Interim results in 2007. This feedback was reported to the Board.