Directors’ Independence, Training and Re-election

All non-executive directors are considered to be independent. After the chairman, the deputy chairman, Michael Abrahams, is recognised as the senior independent director. As the UK’s largest institutional investor, conflicts of interest are always possible, but the Board does not consider that this affects the independence of those non-executive directors in whose companies the Company has a shareholding.

Non-executive directors are appointed initially for a three year term. The appointment is then reviewed towards the end of this period. All non-executive directors, upon appointment, embark upon a programme of induction that will usually take the form of visits to different business areas in the Group where the opportunity is taken for the newly appointed director to meet members of staff. Training is available for executive directors where appropriate.

It is the Company’s practice to require all directors to submit themselves for re-election at regular intervals and at least every three years. A resolution will be proposed at this year’s Annual General Meeting amending the Company’s Articles of Association to formalise this.