Other Statutory Information.

Directors

The following served as directors during the year ended 31st March 2010:

Sir John Banham Mr L C Pentz
Mr N A P Carson Mr M J Roney
Sir Thomas Harris
(appointed 1st April 2009) 		Mr W F Sandford
(appointed 21st July 2009)
Dr P N Hawker
(retired 21st July 2009)		 Mr J N Sheldrick
(retired 7th September 2009)
Mr R J MacLeod
(appointed 22nd June 2009)		 Mrs D C Thompson
Mr D W Morgan
(retired 21st July 2009)		 Mr A M Thomson
Mr R J W Walvis

The names and biographical details of all the current directors are shown in the Board of Directors section.

In accordance with the provisions for retirement by rotation in the company‘s Articles of Association, Mr M J Roney, Mrs D C Thompson, Mr A M Thomson and Mr R J W Walvis will retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-election. Also in accordance with the provisions of the company‘s Articles of Association, Mr W F Sandford will retire at the forthcoming Annual General Meeting and, being eligible, offer himself for election.

Click here for details of the constitution of the board and its committees.

Appointment and Replacement of Directors

The Articles of Association provide that the number of directors is not subject to any maximum but must not be less than six, unless otherwise determined by the company by ordinary resolution. Directors may be appointed by an ordinary resolution of the members or by a resolution of the directors. A director appointed by the directors must retire at the next following Annual General Meeting and is not taken into account in determining the directors who are to retire by rotation at the meeting.

At every Annual General Meeting at least one third of directors must retire by rotation. The directors to retire by rotation must include any director who has not been subject to election or re-election at the time of the two preceding Annual General Meetings, and (if so required to constitute one third of directors) those directors who have been longest in office since their last appointment or reappointment.

A director may be removed by a special resolution of the company. In addition, a director must automatically cease to be a director if (i) he or she ceases to be a director by virtue of any provision of the Companies Act 2006 or he or she becomes prohibited by law from being a director, or (ii) he or she becomes bankrupt or makes any arrangement or composition with his or her creditors generally, or (iii) he or she is suffering from a mental disorder, or (iv) he or she resigns from his or her office by notice in writing to the company or, in the case of an executive director, his appointment is terminated or expires and the directors resolve that his office be vacated, or (v) he or she is absent for more than six consecutive months without permission of the directors from meetings of the directors and the directors resolve that his or her office be vacated or (vi) he or she is requested in writing, or by electronic form, by all the other directors to resign.

Powers of the Directors

The powers of the directors are determined by the company‘s Articles of Association, the Companies Act 2006 and any directions given by the company in general meeting. The directors have been authorised by the Articles of Association to issue and allot ordinary shares and to make market purchases of shares. These powers are referred to shareholders at the Annual General Meeting for renewal. Any shares purchased may be cancelled or held as treasury shares.

Directors‘ Conflicts of Interests

Procedures are in place to ensure compliance with the directors‘ conflict of interest duties set out in the Companies Act 2006. The company has complied with these procedures during the year ended 31st March 2010 and the board believes that these procedures operate effectively. During the year the board undertook an annual review of previously approved conflict or potential conflict matters and agreed that they should continue to be authorised on the terms previously set out. In each case, the review was undertaken by directors who were genuinely independent of the conflict matter. No new conflict or potential conflict matters were approved during the year. The authorised conflict or potential conflict matters will continue to be reviewed by the board on an annual basis.

Directors‘ Indemnities

Under Deed Polls the company has granted indemnities in favour of each director of the company in respect of any liability that he or she may incur to a third party in relation to the affairs of the company or any group member. These provisions were in force during the year ended 31st March 2010 for the benefit of all persons who were directors of the company at any time during the year ended 31st March 2010 and remain in force for the benefit of all persons who are directors of the company as at the date when this report was approved.

Under Deed Polls the company has also granted indemnities in favour of each director of its subsidiaries in respect of any liability that he or she may incur to a third party in relation to the affairs of any group member. These provisions were in force during the year ended 31st March 2010 for the benefit of all persons who were directors of the subsidiaries at any time during the year ended 31st March 2010 and remain in force for the benefit of all persons who are directors of the subsidiaries as at the date when this report was approved.

Copies of the Deed Polls and the company‘s Articles of Association are available for inspection during normal business hours at the company‘s registered office and will be available for inspection at the forthcoming Annual General Meeting from 10.00 am on Wednesday 21st July 2010 until the conclusion of the meeting.

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