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Independence of Non-Executive Directors

In accordance with the provisions of the Combined Code and its replacement, the UK Corporate Governance Code, the Board considers all its Non-Executive Directors to be independent in character and judgement.

In addition, both codes set out the criteria that are designed to assist the Board in determining whether there are circumstances that are likely to affect, or could appear to affect, a director's judgement and therefore his or her independence. The Board considers these criteria and the issue of independence on an annual basis and has concluded at its last formed assessment that Professor Sir Roy Anderson, Dr Stephanie Burns, Lawrence Culp, Sir Crispin Davis, Sir Deryck Maughan, James Murdoch, Dr Daniel Podolsky, Tom de Swaan and Sir Robert Wilson are independent and that the majority of Board members are independent Non-Executive Directors in accordance with the Combined Code.

Stacey Cartwright and Judy Lewent, who both joined the Board after the last formal assessment had been conducted, were considered by the Board to be Independent Non-Executive Directors upon their appointment in accordance with the UK Corporate Governance Code.

When Sir Christopher Gent was appointed to the Board as Deputy Chairman, he was determined to be independent. Upon taking up the Chairmanship of the Board he was excluded from the determination of whether at least half the Board are Independent Non-Executive Directors. Sir Christopher is a member of the Remuneration Committee, as permitted by the codes, in light of his independence upon appointment as Chairman.

Senior independent director

Sir Robert Wilson was appointed Senior Independent Director with effect from 20 May 2009.

Sir Ian Prosser was Senior Independent Director from 1 January 2004 to 20 May 2009.

Sir Roger Hurn was Senior Independent Director from 1 January 2003 to 5 June 2003.