Directors' Report

Directors

The names of our Directors, together with biographical details, are set out in the Directors' Biographies.

At the Annual General Meeting to be held on 18 May 2006, Roger Carr, Ken Hanna and Todd Stitzer will retire by rotation in accordance with Article 90 of the Articles of Association, and, being eligible, will each offer themselves for re-appointment. Todd Stitzer and Ken Hanna both have service contracts with the Company which are terminable at any time by the Company giving one year's notice, and which terminate automatically at the normal retirement age of 60 years.

Baroness Wilcox will also retire and offer herself for reelection, having been on the Board for more than nine years. Under the Combined Code (A7.2) a director who has been on the board of a company for nine years or more is subject to annual re-election.

Lord Patten will also retire and offer himself for re-appointment in accordance with Article 89 of the Articles of Association, having been appointed as an independent Non-Executive Director since the last Annual General Meeting on 1 July 2005.

The explanatory notes to the Notice of Meeting set out why the Board believes that these Directors should be re-elected.

Further information on payments on termination of Directors' service contracts is set out in the Directors' Remuneration Report.

Directors' responsibilities

Read the Statement of Directors' responsibilities in relation to the Financial Statements. The statement by the auditors on corporate governance matters is contained in their report.

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Directors' share interests

The interests of Directors holding office during the period in the share capital of the Company at the beginning of the period, 3 January 2005 (or date of appointment if later), and the end of the period, 1 January 2006, are detailed in the Directors' Remuneration Report.

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Directors' indemnities

Since February 2005, we have granted indemnities to each of the Directors, two members of our senior management and the Group Secretary to the extent permitted by law. These indemnities are uncapped in amount, in relation to certain losses and liabilities which they may incur to third parties in the course of acting as directors (or company secretary as the case may be) or employees of the Company or of one or more of its subsidiaries or associates.