Corporate governance.

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Board meetings /

The Board meets nine or ten times a year and more frequently (by telephone if appropriate) when business needs require. During the year, Board meetings took place on average more than once a month. At least one Board meeting is extended in length to consider fully the ongoing development of the Company’s strategic plans. Board meetings are structured to allow open discussion and all directors participate in discussing the strategy, trading and financial performance and risk management of the Company.

There is a list of matters that have been reserved to the Board for decision. These include approval of:

Group strategy, annual budget and operating plans
results announcements
dividend policy
circulars and listing particulars
matters relating to share capital
major capital projects, investments and commitments.

All directors are fully briefed on important developments in the various business activities which the Group undertakes and regularly receive information concerning the Group’s operations, finances, key risks and its employees, enabling them to fulfil their duties and obligations as directors.

The Board is supplied in advance of each meeting with an agenda and supporting documentation. At each Board meeting there are a number of standard agenda report items on the monthly performance of the business, key developments and other related issues. Senior managers and external advisors are also invited to attend meetings where relevant input is needed. The Board receives briefings from the chairmen of the Audit and Remuneration Committees following meetings of those Committees.

The attendance of directors at meetings of the Board and at Board Committees of which they were members during the year is set out below:

Number of meetings in year 15 5 6 1
John Napier 15 6 1
Jerry Buhlmann 15 1
Harold Mitchell 13
Robert Philpott 14
Nick Priday 15
John Brady 15 6 1
Simon Laffin 15 5 1
Martin Read 15 4 1
Charles Strauss 15 5 1
Lorraine Trainer 15 6 1

In addition to the above, and in each case at the invitation of the relevant Committee chairman, Jerry Buhlmann attended four meetings of the Remuneration Committee and two meetings of the Audit Committee, Nick Priday attended all meetings of the Audit Committee and two meetings of the Remuneration Committee and John Napier attended one meeting of the Audit Committee.

From time to time the non-executive directors, including the Chairman, meet without the executive directors present to consider matters relating to the running of the Board and the Company and the effectiveness of the Board itself and of the executive management.

Induction and training /

Directors undertake an induction programme when they join the Board and receive a range of information about the Group. The induction programme also includes, where appropriate, meetings with other members of the Board and briefings and presentations regarding the Group’s operations from senior executives. The Chairman reviews any training and development needs with each director as and when necessary, to enable ongoing training needs to be met.

Director liability /

The Company has in place an appropriate level of directors and officers insurance cover in respect of legal action against the directors. In addition, the Company has given an indemnity to its directors in respect of third party claims, as described in the Directors’ report.

All directors have access to the advice and services of the company secretary and, if required, external professional advice at the Company’s expense. If a director has particular concerns, he or she may specifically request that they be recorded in the Board minutes.

Board committees /

Terms of reference for all Board committees are regularly reviewed and are available on the Company’s website at and from the company secretary on request.

Audit Committee /

Simon Laffin is Chairman of the Audit Committee. He is a chartered management accountant and the Board is satisfied that he has appropriate recent and relevant financial experience to lead the Committee in its duties and deliberations. The other two members of the Committee are Charles Strauss and Martin Read. Biographical details of the members of the Audit Committee, all of whom are independent non-executive directors, are set out in the Board of directors.

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