Composition

The board currently comprises eight directors:

Chairman

Charles Sinclair

Executive directors

George Weston (Chief Executive)
John Bason (Finance Director)

Non-executive directors

Tim Clarke
Javier Ferrán
Lord Jay
Peter Smith
Galen Weston

Galen Weston has resigned from his role as a non-executive director of the Company effective as at the close of the 2011 annual general meeting to be held in December.

With the exception of Galen Weston, the board considers that the non-executive directors are independent in character and judgement and that they are each free from any business or other relationships which would materially interfere with the exercise of their independent judgement. Galen Weston is not regarded as independent in view of his relationship with Wittington Investments Limited. Biographical and related information about the directors is set out on page 35 of the Annual Report and Accounts 2011.

Chairman and Chief Executive

The roles of the Chairman and the Chief Executive are separately held and the division of their responsibilities is clearly established, set out in writing, and agreed by the board to ensure that no one has unfettered powers of decision. The Chairman, Charles Sinclair, is responsible for the operation and leadership of the board, ensuring its effectiveness and setting its agenda. The Chief Executive, George Weston, is responsible for leading and managing the group's business within the authorities delegated by the board and the implementation of board strategy and policy.

Senior independent director

Tim Clarke is the recognised senior independent director.

Re-election

Under the Articles, all directors seek election at their first annual general meeting following appointment. The Articles also require all directors who held office at the time of the two preceding annual general meetings, and in any event not less than one third of relevant directors (excluding those who retire other than by rotation), to submit themselves for re-election. In accordance with the Combined Code, all non-executive directors who have served for more than nine years must also submit themselves for re-election on an annual basis. Accordingly, Galen Weston, Peter Smith and George Weston will be required to seek re-election at the forthcoming annual general meeting.