Corporate Governance

The Combined Code

The ordinary shares of the Company were admitted to the Official List and to the London Stock Exchange to be traded on its main market for listed securities, on 17 May 2005. The principal corporate governance guidance that applies to companies listed with the UK Listing Authority is contained in the 2006 Financial Reporting Council's Combined Code ("the Combined Code"). The Company is committed to the highest standards of corporate governance and endorses and supports the essential elements of the Combined Code.

Compliance Statement

The directors are committed to ensuring that the Company will work towards compliance with the provisions set out in Section 1 of the Combined Code .

Throughout the year reported on the Company has been in compliance with the provisions set out in Section 1 of the Combined Code on corporate governance, except for the following:

• A.3.2 – board of directors – The Combined Code requires that at least half the board, excluding the Chairman, should comprise non-executive directors determined by the board to be independent. Following the resignation of non-executive director Prescott Ashe, who was not regarded as independent on 8 September 2008, the Company is now in compliance. David Dominik, who was also not regarded as independent, resigned on 18 February 2009.

• A.4.1 – nomination committee – The Combined Code requires that a majority of members of the nomination committee should be independent non-executive directors. The nomination committee comprises the Chairman, David Maloney (non-executive senior independent director) and Stephen Kelly (executive director). The Company is aware that the Chairman is not regarded as independent for purposes of the Combined Code. The Chairman operates in a non-executive capacity and is considered by the board to be independent of management and free from any business or other relationship which could materially interfere with the exercise of his independent judgment.

The principles set out in the Combined Code cover four areas: the board, directors' remuneration, accountability and audit and shareholder relations. With the exception of directors' remuneration (which is dealt with separately in the remuneration report on pages 42 to 49 of the (Annual Report 2009) the following section sets out how the board has applied these principles.

Corporate Governance Report 2009 (PDF)

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