Board Membership

The Company is led and controlled by the Group Board. The names and descriptions of the Group Board Directors are set out on pages 26 and 27 of the Annual Report and Accounts 2007 and are also available on the Investor Relations Website.

At the end of the financial year ended 30th June 2007 the Board comprised 9 members, including the Chairman, 4 Non-Executive Directors and 4 Executive Directors. The Company therefore complies with the principles of the Code in relation to the balance of Executive and Non-Executive Directors and the number and calibre of Non-Executive Directors on the Board, together with their diverse backgrounds and experience, ensures that this principle is met.

The Board believes that the Chairman and all Non-Executive Directors are wholly independent in that they have no business or other relationship with the Group that might influence their independence of judgement.

The division of responsibility between the Chairman of the Board, Mr C G Toner, and the Chief Executive, Mr M S Clare, is clearly defined and has been approved by the Board. The Chairman leads the Board in the determination of strategy and in the achievement of its objectives. He is responsible for organising the business of the Board, for setting its agenda and for ensuring its effectiveness. The Chairman facilitates the effective contribution of Non-Executive Directors and also ensures that the Board receives timely and accurate information so as to properly conduct its business as well as ensuring that communications with shareholders are effective.

The Senior Independent Director has specific responsibility for co-ordinating the evaluation by the Nominations Committee of the Chairman’s effectiveness as well as being a point of contact for shareholders in the event of there being any material issues or concerns which the Chairman and/or Chief Executive have failed adequately to address. The current Senior Independent Director is Mr M Pescod.

During the year ended 30th June 2007 the Non-Executive Directors met on 2 occasions independently of management.