Corporate

Corporate governance

In recent years, there have been significant developments in the Group’s corporate governance structure. Since the acquisition of Safeway in 2004 the composition of the Board has changed significantly. Progress in the establishment of principles of best practice relating to governance has been and continues to be made.

Further information on the framework, principles and activities that form our system of governance can be found in the Governance report of the Annual report 2008.

- Download the Corporate governance report 2009
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.

View the letters of appointment for the Non Executive Directors

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:
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.