The board of directors

Role and responsibilities

All members of the board take collective responsibility for the business and the management of the Company. The board met formally eight times during the year. The individual attendance by directors is detailed on the Board committees page. There is a formal schedule of matters reserved to the board for decision, which includes the approval of annual and interim results, the Company’s strategic plans, annual budget, larger capital expenditure and investment proposals and the overall system of internal control and risk management. Other specific responsibilities are delegated to the board committees, notably the Audit, Remuneration and Nomination committees, which operate within clearly defined terms of reference, reporting regularly to the board.

Composition

The board currently comprises the non-executive Chairman Martin Adamson, the Chief Executive George Weston, the Finance Director John Bason and six nonexecutive directors who are independent of management and have no relationships which would materially interfere with the exercise of their independent judgement. The board also includes Galen Weston, a non-executive director, who is not regarded as independent.

The board considers that the non-executive directors provide a solid foundation for good corporate governance for the group and ensure that no individual or group dominates the board’s decision-making. Details of the full board are set out on pages 28 and 29 of the Annual report and accounts 2007.

Following the retirement of Lord MacGregor and Mike Alexander at the annual general meeting on 7 December 2007, the board will comprise the Chairman, Chief Executive, Finance Director and five non-executive directors.

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. The Chairman, Martin Adamson, is responsible for the running and leadership of the board. The Chief Executive, George Weston, is responsible for leading and managing the business within the authorities delegated by the board.

Senior independent director

Lord MacGregor, who has served on the board for 13 years, is the recognised senior independent director. The board is fully satisfied as to his independence, given the manner in which he discharges his duties with the Company, but reviews this annually in the light of the provisions of the Combined Code. As from his retirement from the board at the forthcoming annual general meeting, Tim Clarke will act as the senior independent director.

Re-election

Under the Articles, all directors seek election at their first annual general meeting and one third of the directors must retire by rotation each year, subject to the requirement that each director seeks re-election every three years. Furthermore, in accordance with the Combined Code, each non-executive director who has served for more than nine years is required to stand for annual re-election. Accordingly, in addition to Peter Smith seeking election, Galen Weston and Lord MacGregor, who have served for more than nine years, together with Mike Alexander and Tim Clarke will be required to seek re-election at the forthcoming annual general meeting. Although eligible for re-election, as indicated in the Chairman’s statement on page 5 of the Annual Report and Accounts 2007, Lord MacGregor and Mike Alexander will not seek re-election at that meeting.

Induction and continuing professional development

On joining the board, directors are given background documents describing the Company and its activities. The Company offers major shareholders the opportunity to meet new non-executive directors. New directors are provided with an appropriate induction programme. Site visits were arranged during the year for the newly appointed independent non-executive directors to meet the senior management teams at major business units. Ongoing training is provided as necessary.

Information flow

Board and committee papers are circulated to members in advance of the meetings. In addition to formal meetings, the Chairman and Chief Executive maintain regular contact with all directors. The Chairman also holds informal meetings with non-executive directors, without any of the executives being present, to discuss any issues affecting the group.

Senior executives below board level are invited, when appropriate, to attend board meetings and to make presentations on the results and strategies of their business units.

Independent professional advice

The board has adopted a procedure whereby directors may, in pursuit of their duties and where they judge it necessary, take independent professional advice on any matter at the Company’s expense.

Company Secretary

Directors have direct access to the advice and services of the Company Secretary who is responsible for ensuring that board procedures are followed.

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