Corporate Governance Report

The Non-Executive Directors

Independence: All the Non-Executive Directors (except John Sunderland) are independent of management and have no cross-directorships or significant links which could materially interfere with the exercise of their independent judgement. John Sunderland is not considered to be independent as he was previously an Executive Director.

Terms of appointment: John Sunderland was appointed for an initial term of one year. All other Non-Executive Directors are appointed for an initial term of three years. Thereafter, subject to satisfactory performance, they may serve one or two additional three-year terms, with a thorough review of their continued independence and suitability to continue as Directors being undertaken if they are to remain on the Board for more than nine years. Their terms and conditions of appointment are summarised in the Directors' Remuneration Report and are available on request from the Group Secretary.

Meetings of Non-Executive Directors: These Directors meet separately (without the Chairman being present) at least once a year principally to appraise the Chairman's performance. During 2005, they held one such meeting chaired by Roger Carr.