Board of Directors

The Board

The Board is responsible and accountable for the Group's operations. The Board has a formal schedule of matters reserved to it, including the Group's strategic plans, acquisitions or disposals, capital expenditure, all financing matters, the annual budget and the review of operating and financial performance.

The Board also delegates specific responsibilities to committees. Details of the committees and their terms of reference are available in the Corporate Governance section.

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.

Laura Wade-Gery was re-elected as a non-executive director at the 2009 Annual General Meeting. 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.

Committee membership

Following a corporate governance review the Board has agreed that all non-executive directors should serve as members of the Audit, Nomination and Remuneration committees. The Board believes that an increasing amount of work is undertaken by these committees and that a non-executive director can only properly fulfil his or her responsibilities if they are present during committee meetings and are able to follow the detail of discussion and debate held at those meetings. Similarly the Chairman, in addition to chairing the Nomination Committee, is a full member of the Remuneration Committee and attends meetings of the Audit Committee at the invitation of its Chairman.

Board performance evaluation

This year, the Board participated in a formal evaluation of its own performance and that of its committees and individual directors by external consultants. In order to maintain objectivity and to ensure best practice following three years of internal Board review, the performance evaluation was undertaken by Dr Tracy Long of Boardroom Review. The process was based on all the directors, including the Chairman, completing a comprehensive questionnaire and having one to one interviews with Dr Long, together with Board and committee observation. The results were presented by Dr Long and discussed at a Board meeting in January 2009 as part of a wider corporate governance review. The review covered the roles and processes of the Board and its committees. Overall, it was concluded that the Board and its committees continued to operate effectively with appropriate procedures in place and actions are being taken to address each of the matters raised by the evaluation.