The Board is responsible and accountable for the Group's operations. The Board has a formal schedule of matters reserved to itself, including the Group's strategic plans, acquisitions or disposals, capital expenditure, all financing matters, annual operating plan and budget and the Group's operating and financial performance.

The Board meets regularly and a schedule of attendance for 2005 is available in the 2005 Annual Report & Accounts.

The Board also delegates specific responsibilities to Committees, each of which has clear written Terms of Reference.

The Board did not believe that it was necessary to use external resources to review its performance during 2005 but chose to evaluate its own performance and that of its Committees through an extensive questionnaire sent to each director. This was a process that it had adopted in 2004, having used the services of external consultants in 2003. For 2005 the form of the questionnaire and the detail of the process itself was reviewed and amended following advice from the independent consultant Dr Tracy Long, of Boardroom Review. The questionnaires were reviewed by the Chairman and Secretary and Group Legal Director, and a report of findings distributed to each director and discussed at a Board meeting.

Following a Corporate Governance review in 2003 it was agreed that all non-executive directors should serve as members of the Nominations, Audit and Remuneration Committees. The Board believes that an increasing amount of work is undertaken by these Committees and that a non-executive director can only properly fulfil his or her responsibilities if they are present during committee meetings and are able to follow the detail of discussion and debate held at those meetings. Similarly the Chairman, in addition to chairing the Nominations Committee, is a full member of the Remuneration Committee and attends meetings of the Audit Committee at the invitation of its Chairman.

As a result of this policy some say that the Company does not comply with certain parts of the Combined Code in that directors who may not be regarded externally as independent serve on the Remuneration Committee. After two years of working with this structure the Board believes that the benefits derived from the wider participation of non-executive directors on the Board committees justifies this 'non-compliance' and proposes to continue with this practice.

Top  Back   Printable version E-mail this article to a friend