Corporate Governance

This section provides a brief view of the Company's governance and explains how it applies the principles and supporting principles of the Combined Code.

Further information is available in the Annual Report, which provides the Statement of corporate governance and the Remuneration Report.

The Company recognises the importance of, and is committed to, high standards of corporate governance. The principles of good governance adopted by the Company have been applied as follows:

The Board

The Board is responsible for setting the Group’s objectives and policies, providing effective leadership and control and for approving the Group strategy, budgets, business plans and major capital expenditure. It has responsibility for the management, direction and performance of the Group and is accountable to the Company’s shareholders for the proper conduct of its business. The Board has a formal schedule of matters which sets out those matters requiring Board approval and specifically reserved to it for decision. Day-to-day management is delegated to the Chief Executive and the Executive Directors.

Directors receive monthly trading results, commentary, briefing notes and reports for their consideration in advance of each Board meeting, including reports on the Group’s operations to ensure that they remain briefed on the latest developments and are able to make fully informed decisions.

All Directors have access to the advice and services of the Company Secretary and the Board has established a procedure whereby Directors may take independent professional advice at the Company’s expense. In addition, such advice may include training in order to enable them to discharge their roles and responsibilities as a Director. All new Directors receive an induction tailored to their particular requirements.

The Non-Executive Directors of the Company play a key governance role and bring an extra dimension to the Board’s deliberations. The Board has considered the independence of each Non-Executive Director against the criteria specified in the Combined Code and determined that each remains fully independent. The Board in particular considered the independence of Baroness Noakes, who is considered by the Board to be independent in character and judgment notwithstanding that she has served as a Director of the Company for more than nine years from the date of her first election.

The position of Chairman is combined with the role of Chief Executive. The Board does not at present consider it necessary to separate the two roles. The Chairman is one of the leading figures in the industry both in the UK and Europe and the Board believe that it is in shareholders’ interests that he should be seen to take the leading role in the Company’s affairs. He also has extensive listed company experience at board level.

Directors

The Board currently consists of four Executive and four Non-Executive Directors, all of whom are considered by the Board to be independent under the terms of the Combined Code.

Brief biographies of the Directors can be found here.

Board committees

The Board has three Committees, each of which has written terms of reference which are available here.

The Board periodically reviews the membership of its Committees to ensure that Committee membership is refreshed. The Company provides the Committees with sufficient resources to undertake their duties. The Company Secretary acts as Secretary to each Committee. The role of the Audit Committee, its members and details of how it carried out its duties are set out in the Audit Committee report.

Risk management and internal controls

The Board has overall responsibility for the Group’s system of internal control and for reviewing its effectiveness. In order to fulfil this responsibility and safeguard shareholder investment and the Company’s and the Group’s assets, the Directors have established an organisational framework with clear operational procedures, lines of responsibility and delegated authority which has operated throughout the year under review and up to the date of approval of the Annual Report and Financial Statements.

The Directors are satisfied that there are suitable ongoing processes for identifying, evaluating and managing the significant risks faced by the Group.

Investor relations

There is a formal investor relations programme based around the results presentations and interim management statements. All of the Non-Executive Directors are available to attend meetings at shareholder request. The Chairman and Executive Directors feed back any investor comments to the Board. All Directors normally attend the Annual General Meeting and are available to answer any questions that shareholders may raise.

All shareholders will have at least 20 working days’ notice of the Annual General Meeting. As required by the Code the Board will, at the 2010 Annual General Meeting, announce the proxy votes in favour of and against each resolution following a vote by a show of hands, and the votes cast will be posted on the corporate website.

Accountability and audit

The Statement of Directors’ responsibilities in relation to the accounts is set out on page 27 of the Annual report and accounts 2010. The Statement by the Auditors on their responsibilities in respect of the accounts is contained in their report on page 67. Details of the auditor’s remuneration for audit work and non-audit fees for the periods ended 1 May 2010 and 2 May 2009 are disclosed in note 3 to the Financial Statements.

Going concern

The Directors confirm that, after reviewing expenditure commitments, expected cash flows and borrowing facilities, they have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the next financial year and the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the financial statements. Further details of the Group’s liquidity are detailed in the financial review on page 10 of the Annual report and accounts 2010.

Corporate Responsibility

Our Corporate Social Responsibility (CSR) policy is designed to meet the long-term expectations of our customers and other stakeholders and ensure the sustainable development of our business. It is clear that protecting the environment and running our business ethically makes good commercial sense and apart from improving the environment for both our staff and our customers, will also help us to enhance shareholder returns. Neil Page reports to the Board on CSR matters and co-ordinates the group’s CSR policies and activities. He is supported by a team providing support and advice to develop the business policies and approach.

Compliance with the Combined Code

During the period ended 1 May 2010 the Company complied with the provisions set out in section 1 of the Combined Code except provision A.2.1 as the roles of Chairman and Chief Executive are combined, an explanation for which is set out above. The Board does not at present consider it necessary to separate the two roles.

Our auditors, PricewaterhouseCoopers LLP, have reviewed the Directors’ statement on the Company’s compliance to the extent required by the listing rules and their report appears on page 67 of the 2010 Annual report and accounts.