Board of Directors

As at 31 March 2009, the Board had eight members, comprising the non-executive Chairman, Chief Executive, Group Finance Director, Group Human Resources Director and four further independent non-executive Directors. At the 2009 AGM, PG Cox the current senior independent non-executive Director, will resign. Paul Venables will join the plc Board as non-executive Director on 2 September 2009. All Directors bring strong judgement to the Board’s deliberations. The Board is of sufficient size and diversity that the balance of skills and experience is considered to be appropriate for the requirements of the business. The non-executive Directors are all independent of management and free from any business or other relationship, including those relationships and circumstances referred to in provision A.3.1 of the Code, that could materially interfere with the exercise of independent and objective judgement. The Company considers that, on appointment, the Chairman was independent (for the purposes of provision A.3.1 of the Code) and furthermore the preceding comments regarding freedom from business or other relationships also apply to him. However, after appointment, the Code specifies that the Chairman ceases to be classed as independent. The non-executive Directors have each been appointed for a three-year term.

At all times during the year there has been a majority of independent non-executive Directors on the Board, excluding the Chairman, in compliance with Code provision A.3.2.

The biographical details of the Board members are set out on page 24. The Directors have all occupied, or occupy, senior positions in UK listed companies (or, in the case of Dr W Hasselkus, German listed companies) and have substantial experience in business. The non-executive Directors do not participate in any of the Group’s pension schemes or in any of the Group’s bonus, share option or other incentive schemes. All Directors must stand for election at the first AGM after they are appointed. The Articles provide that all Directors will stand for re-election at least every three years.

The Board is collectively responsible for the proper management of the Company. The Board normally meets ten times each financial year and has a formal schedule of matters reserved to it for decision-making, including the approval of annual and interim results, annual budgets, material acquisitions and disposals, material agreements and major capital commitments. Executive Directors are responsible for communicating the Group’s strategy to senior managers and for the day to day operational activity of the Group. The Company Secretary maintains a record of attendance at Board meetings and Committee meetings.

There is an established procedure for the preparation and review, at least annually, by the Board of medium-term plans and annual budgets for business units. Each business unit reports monthly on its performance against its agreed budget. The Board receives a monthly update on performance and reviews significant variances on a monthly basis. All major investment decisions are subject to post-completion reviews.

The different roles of the Chairman and Chief Executive are acknowledged. A responsibility statement for each of those roles has been agreed with the Chairman and Chief Executive respectively and adopted by the Board. The Chairman is primarily responsible for the workings of the Board and ensuring that its strategic and supervisory role is achieved. The Chief Executive is responsible for the day-to-day running of the business. The Board has delegated appropriate responsibilities to the Chief Executive, the Group Finance Director, the Group Human Resources Director and the members of the Executive Board.