Non-executive Directors

Appointment

Non-executive Directors are appointed for an initial term of three years, which may be extended by mutual agreement subject to satisfactory performance. The letters of appointment of each non-executive Director are available for inspection at the registered office.

Meetings of Non-executive Directors

In addition to their attendance at Board and, as appropriate, Committee meetings, the non-executive Directors also met formally on three occasions during 2007 without executive management present. At these meetings, the non-executive Directors examine and review the performance of the executive management. This review process is in part dealt with by the Board Committees referred to below. Separately, the Chairman and Chief Executive held informal meetings with the non-executive Directors to discuss issues affecting the Group such as target objectives, strategy, key performance indicators and remuneration matters.

Senior Independent Director

The Senior Independent non-executive Director is Steven McTiernan who replaced Rohan Courtney in this role with effect from 1 January 2008. In this role Mr McTiernan is available to shareholders who have concerns that cannot be resolved through discussion with the Chairman, Chief Executive or Chief Financial Officer or where such contact is inappropriate. No such meetings were held during the year.

Independence

The Board considers each of the current non-executive Directors to be independent in character and judgement and there are no relationships or circumstances which are likely to affect (or could appear to affect) the Directors’ judgement.

Election and re-election

All new Directors are required by the Company’s Articles of Association to be elected by shareholders at the first Annual General Meeting (AGM) after their appointment. Subsequently, Directors are subject to re-election by shareholders every three years. Where a non-executive Director has served longer than nine years, it is Board policy that the Director be subject thereafter to annual re-election in accordance with the Code. The directors seeking re-election at the 2008 AGM are identified in Other Statutory Information and in the separate Notice of Meeting (214kB) that accompanies this document.