Corporate governance

The Board is committed to maintaining high standards of corporate governance in directing the Group's affairs and in its accountability to shareholders.

This section of the Annual Report and Accounts has been prepared in respect of the Code of Best Practice in the Combined Code on Corporate Governance (the Code) issued by the Financial Reporting Council in June 2006. It explains how the Group's corporate governance framework ensures that the Company applies all the principles of good governance set out in the Code to its organisational structure, its processes to appoint and remunerate Directors, its contact with shareholders and its financial reporting, internal control and assurance procedures.

The Board considers that throughout the year to 31 December 2007, the Company complied with all relevant provisions of Section 1 of the Code.

Sir Brian Stewart was Chairman of another FTSE 100 company, Scottish & Newcastle plc, until his resignation as Chairman at the conclusion of the Company's Annual General Meeting (AGM) on 29 May 2007. Because of the need for continuity and strong leadership during the Company's initial period as a listed company, the Board considered that Sir Brian's continuing Chairmanship was important to the balance of the Board. Gerry Grimstone succeeded Sir Brian Stewart as Chairman of the Board at the conclusion of the 2007 AGM. He had been Deputy Chairman since March 2006. Prior to his appointment as Chairman, the Board considered Gerry Grimstone's independent status and his other commitments. Details of these commitments were included in the announcement of his appointment. Since then, he has resigned from his other directorships of Dairy Crest Group plc and F&C Global Smaller Companies plc. He continues in his role as Chairman of Candover Investments plc, and the Board is satisfied that he remains independent and has sufficient time to carry out his duties.

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