Directors
There are currently eight directors: Chairman, Sir Ian Gibson; Chief Executive, Sly Bailey; Senior Independent Director, Gary Hoffman; two other executive directors; and three other non-executive directors. The directors’ biographies are set out on page 36 and illustrate the directors’ breadth of experience, which should ensure an effective Board to lead and control the Group.
Jane Lighting was appointed to the Board on 2 January 2008.
Peter Birch, Sir Angus Grossart and David Ross served as Directors until the AGM in 2007.
The division of responsibilities between the Chairman and the Chief Executive has been set out in writing and approved by the Board. The non-executive directors are appointed for an initial term of three years and may be invited to serve subsequent terms. Before a non- executive director is proposed for re-election by shareholders at the end of their initial term, the Nomination Committee meets to consider whether his or her performance continues to be effective and whether they demonstrate a commitment to the role. During the year the Chairman and non-executive directors met twice without the executive directors being present. The non-executive directors meet without the Chairman being present at least once a year to review the performance of the Chairman.
The Board believes that all its non-executive directors are independent. Sir Angus Grossart was, until April 2005, non-executive Vice Chairman of the Royal Bank of Scotland, which is one of the Company’s commercial bankers. As Sir Angus had no executive powers in either company and was not involved in the consideration of the commercial terms of the relationship, the Company does not believe that this former connection affected his independence prior to his retirement on 10 May 2007.
Gary Hoffman is Group Vice Chairman of Barclays and is an Executive Director of Barclays Plc. Although the Company has connections with Barclays, its relationships are in areas outside of Mr Hoffman’s direct control and the Board does not believe that they affect his independence.
Every director is subject to re-election by shareholders every three years. An assessment is made of any training needs on a director’s appointment and the appropriate training provided. All directors have access to the Company Secretary and, in the furtherance of their duties, may take independent professional advice if necessary at the Company’s expense.
The Board believes that the Chairman was independent at the date of his appointment.
The Chairman has declared to the Company his other significant commitments, which is his Deputy Chairmanship of Wm Morrison Supermarkets plc. During the period from 1 January 2007 and the date of this report, the Chairman has become a director and Deputy Chairman of Wm Morrison Supermarkets plc and has ceased to be a director of GKN plc, Greggs plc and Northern Rock plc. The Board believes that he devotes sufficient time to the Company to properly and fully fulfil his responsibilities.
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