Compliance with the Combined Code
on corporate governance (the Code)

The Board recognises that it is accountable to shareholders for the Group’s standard of governance and this report, together with the Directors’ remuneration report, aims to demonstrate how the principles of good governance promoted by the Code have been and will continue to be applied across the Group.

This report explains how the Company has applied the principles set out in Section 1 of the Code. It also discloses the extent to which the Company has complied with the detailed provisions of the Code.

Throughout 2008 and up to the date of approval of this Annual Report, the Group has complied with the provisions of the Code except that, for the period from 1 January to 14 May 2008, independent non-executive Directors did not comprise at least half the Board (excluding the Chairman). The Board considered that its composition during this period was appropriate for its needs, given the wide range of skills, expertise and experience amongst its members. With the appointment of Ann Grant as a non-executive Director on 15 May 2008, the Group became fully compliant with the Code. To support the principles of good corporate governance, the Board and its Committees operate as described below.