There are currently nine directors: Chairman, Sir Ian Gibson; Chief Executive, Sly Bailey; Senior Independent Director, Peter Birch; two other executive directors; and four other non-executive directors.

Gary Hoffman will assume the role of Senior Independent Director following the AGM in 2007.The division of responsibilities between the Chairman and the Chief Executive has been set out in writing and approved by the Board.

The non-executive directors are appointed for an initial term of three years and may be invited to serve subsequent terms. Before a nonexecutive director is proposed for re-election by shareholders, the Nomination Committee meets to consider whether his or her performance continues to be effective and whether they demonstrate
a commitment to the role.

The committee meets at least once a year to review the performance of the Chairman. The Board believes that all its non-executive directors are independent. Sir Angus Grossart was, until April 2005, non-executive Vice Chairman of the Royal Bank of Scotland, which is one of the Company’s commercial bankers. As Sir Angus had no executive
powers in either company and is not involved in the consideration of the commercial terms of the relationship, the Company does not believe that this former connection affects his independence.

Gary Hoffman is Group Vice Chairman of Barclays and is an Executive Director of Barclays Plc. Although the Company has connections with Barclays, its relationships are in areas outside of Mr Hoffman’s direct control and the Board does not believe that they will affect his independence.

Every director is subject to re-election by shareholders every three years. An assessment is made of any training needs on a director’s appointment and the appropriate training provided. All directors have access to the Company Secretary and, in the furtherance of their duties, may take independent professional advice if necessary at the
Company’s expense.

The Board believes that the Chairman was independent at the date of his appointment. The Chairman has declared to the Company his other significant commitments, which are his non-executive directorships of GKN plc,
Northern Rock plc and Greggs plc. The Board believes that he devotes sufficient time to the Company to properly and fully fulfil his responsibilities.

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