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 two occasions during 2008 without executive management present. At these meetings, the non-executive Directors examined and reviewed 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 Officer 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 Director is Steven McTiernan. In this role Mr McTiernan is available to shareholders who have concerns that cannot be resolved through discussion with the Chairman, Chief Executive Officer or Chief Financial Officer or where such contact is inappropriate. No such meetings were held during the year.

Independence and conflicts

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 judgement of any Director.

With effect from 1 October 2008, a Director has a duty to avoid a situation in which he or she has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company. The Board has satisfied itself that there is no compromise to the independence of those Directors who have appointments on the boards of, or relationships with, companies outside the Group. The Board requires Directors to declare all appointments and other situations which could result in a possible conflict of interest and has adopted appropriate processes to manage and, if appropriate, approve any such conflicts.

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. Read more on the Directors seeking re-election at the 2009 AGM and also in the separate Notice of AGM of this annual report.