Compliance with the UK Corporate Governance Code
The principal governance rules applying to UK companies listed on the London Stock Exchange are contained in the UK Corporate Governance Code (‘the Code’) which is published by the Financial Reporting Council and is available from its website (www.frc.gov.uk).
This corporate governance report aims to provide shareholders with an understanding of how the Company has applied the principles and the provisions of the Code. The board considers that the Company has, throughout the year ended 17 September 2011, complied with the relevant provisions set out in the Code, with the following exceptions:
| Combined Code Provisions | Status | Explanation |
|---|
B.3.2 – The terms and conditions of appointment of non-executive directors should be made available for inspection | Galen Weston has not entered into a formal letter of appointment. | The board of Associated British Foods plc considers this appropriate due to his relationship with the Company’s ultimate holding company, Wittington Investments Limited of which he is a director and shareholder. Galen Weston receives no fees for performing his role as a non-executive director and Associated British Foods plc does not reimburse him for any expenses incurred by him in that role. |
D.2.1 – The Chairman should not chair the Remuneration committee | Charles Sinclair is both Chairman and chairman of the Remuneration committee. | The board of Associated British Foods plc considers that Charles Sinclair, due to his experience, is best suited to chair this committee. No director has any involvement in the determination of his own remuneration. The board believes that the Company has maintained robust governance while at the same time benefiting from having Charles Sinclair as the chairman of the Remuneration committee. |