Corporate Governance

Compliance with the Combined Code

There were two areas where the Board was not fully compliant with the requirements of the revised Combined Code throughout 2007. This is again the case following the retirement of Adri Baan as a Non-Executive Director on 31 December 2007. Up to the appointment of Alan Murray as a Non-Executive Director to the Board there were more Executive Directors than Non-Executive Directors. The Board has reviewed its structure and has concluded there is no need at this time to appoint another Non-Executive Director.

The Senior Independent Director does not have a contact programme to communicate with institutional investors, primarily to avoid potential confusion over channels of communication. During 2007 no institutional shareholder has requested such communication.

In all other respects, the Company has complied with the provisions of the Combined Code throughout the period of the review.

During 2006 the Group was required to comply with the rules relating to its system of internal controls over financial reporting as required by the Sarbanes-Oxley Act 2002. These arrangements were audited by KPMG who provided an audit opinion that the Group had met the required standards in respect of the form 20-F for the year ended 31 December 2006. On 28 June 2007, the Board decided to delist from the New York Stock Exchange (NYSE) as the ADR facility listed on the NYSE only accounted for around 1% of the annual share trading volume of shares in the Company. It decided to deregister from the SEC due to the extra coast required to comply with the Sarbanes-Oxley Act. The Board is satisfied that the Group’s financial reporting controls continue to operate effectively.