Corporate Governance

We have a strong ethos of corporate governance and are committed to business integrity, ethics and professionalism.

The Board

The Board operates a single tier management structure. It is responsible for creating and sustaining shareholder value through the management and control of the Group’s businesses, and is the decision making body for all matters material to the Group. The Board delegates certain powers to a number of committees within written terms of reference as detailed below.

The Board comprises if eleven Non-Executive Directors of which one is the Chairman and one Executive Director. The roles of the Chairman and Chief Executive Officer (CEO) are separate and each has clearly defined responsibilities.

Committees

The Remuneration & Nomination Committee reviews the balance and composition of the Board and its principal Committees and considers the issue of independence on an annual basis and determines the terms of service and remuneration of Executive Directors and senior management, using input from external advisers and sets policy in this area. It comprises of three Non-Executive Directors.

The Audit and Risk Oversight Committee reviews the financial and internal reporting process and financial statements, the system of internal control, risk management and the external and internal audit process. It comprises four Non-Executive Directors; no Executive Director sits on this Committee.

Further details are available in the 2010 Annual Report