Investor centre

• Download the Corporate Governance Compliance Statement
• Download the Corporate governance report 2010/11

The Board

On 30 January 2011, the Board comprised a Non-Executive Chairman, three Executive Directors and six Non-Executive Directors.

There is a clear division of responsibilities between the Non-Executive Chairman and the Chief Executive (CEO), which has been set out in writing and agreed by the Board.

Mark Gunter resigned from the Board at the AGM held on 9th June 2011, as did Brian Flannigan. The majority of the Board comprises 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. The "Formal Schedule of Matters Reserved for the Board" can be found in the Corporate Governance Compliance Statement.

Committees of the Main Board

The principal committees of the Board are the Audit, Remuneration, Nomination and Corporate Compliance and Responsibility (CCR) Committees.   The composition and terms of reference of each of these Committees are set out in the Corporate Governance Compliance Statement.

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 to 31 January 2010 and remains in place.

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, Remuneration and CCR Committees are available to answer any questions. Additionally, the Group’s brokers sought independent feedback from investors following the Annual and Interim results in 2009. This feedback was reported to the Board.