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Annual report 2007

Annual Report 2007
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Interim report 2007

Interim Report 2007
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Composition

The Board presently comprises two executive directors and four non-executive directors. (During 2007, both of these director categories comprised three in number). The roles of the Non-Executive Chairman and the Chief Executive (Gerry Murray) are held separately and clearly defined in relation to their responsibility for managing the Board and managing the Group’s operations respectively.

Responsibility

The Board of directors is collectively responsible for the strategic direction, investment decisions and effective leadership and control of the Group. To this end, there exists:

  • a schedule of matters specifically reserved to the Board for its decisions, including approval of the Group’s strategy, annual budget, major capital expenditure, acquisitions and disposals, risk management policies and financial statements, and
  • the terms of reference under which the Board has delegated certain responsibilities to its three standing committees, in relation to non-reserved matters

Non-executive Directors

Each of the non-executive directors is considered to be independent, as determined by the Board, and together bring a wide range of relevant skills and experience to bear on issues under consideration. This helps ensure that independent judgment is exercised and that a proper balance of power is maintained for full and effective control.

Election

All directors are required to stand for election at the first Annual General Meeting following their appointment and seek re-election at least every three years. They have direct access to the advice and services of the Company Secretary, who is responsible for ensuring that Board procedures are adhered to and that applicable rules and regulations are complied with.

Independent Advice and Induction Training

The Senior Independent Director has authority to ensure that directors may, if necessary, take independent professional advice at the Company’s expense. Appropriate training for new and existing directors is kept under review and provided where necessary.

Frequency of Meetings

The Board generally meets on a monthly basis and met on 11 occasions during 2007. The aggregate attendance for all Board and Committee meetings was 100%. Directors receive in advance of each meeting an agenda and set of supporting papers with detailed commentary. The non-executive directors are encouraged to voice any concerns they may have at the monthly Board meetings and to ask for further information if required. Minutes of each Board meeting are circulated for comment before being formally approved at the next meeting. Non-executive directors meet informally as a group at least once a year without the executive directors in attendance.

Performance Evaluation

The performance of the directors and the effectiveness of the Board as a whole has been reviewed and monitored as part of an ongoing assessment under the stewardship of the Chairman.


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