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 illustrate the directors' breadth of experience, which should ensure an effective Board to lead and direct the Group.
The Chairman and the non-executive directors have letters of appointment which are available for inspection at the registered office of the Company during normal business hours and at the place of the Annual General Meeting from at least 15 minutes before and until the end of the meeting.
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 nonexecutive 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.
In accordance with the Combined Code and the Company's articles of association, every director is subject to re-appointment by shareholders at the first opportunity following their appointment and subsequently must seek re-election at least once every three years. An assessment is made of any training needs on a director's appointment and the appropriate training is provided.
The Board has considered and agreed that Laura Wade-Gery who is standing for re-election continues to perform effectively and demonstrate commitment as a non-executive director. Laura brings considerable retail and consumer experience and demonstrates relevant digital media knowledge in her role as Chief Executive of Tesco.com.
Jane Lighting was appointed as a non-executive director on 2 January 2008 and subsequently re-elected with shareholder approval at the 2008 Annual General Meeting. Jane has considerable experience in the media sector and was Chief Executive of Five and Flextech plc.
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