Board responsibilities

Board responsibilities
The Board has set out a clear Schedule of Matters Reserved for Board Decision in order to ensure its overall control of the Group’s affairs. These include the approval of:

• the Company’s strategic and operating plans;
• annual and interim financial statements;
• major acquisitions and disposals;
• authority levels for expenditure;
• treasury policies;
• risk management and internal control systems;
• group governance policies; and
• succession planning for senior executives.

All Directors have access to the services of the Company Secretary and may take independent professional advice at the Company’s expense in conducting their duties. The Company provides insurance cover and indemnities for its Directors and officers.

Attendance at meetings
The Board scheduled nine meetings in the year ended 28 February 2009 including a two-day off-site meeting which considered the Group’s strategy. Ad hoc meetings were also convened to deal with matters between scheduled meetings as appropriate. It is expected that all Directors attend scheduled Board and Committee meetings unless they are prevented from doing so by prior commitments and that all Directors will attend the AGM. Where Directors are unable to attend meetings due to conflicts in their schedules, they receive the papers scheduled for discussion in the relevant meetings, giving them the opportunity to relay any comments to the Chairman in advance of the meeting. Directors leave the meeting where matters relating to them or which may constitute a conflict of interest are being discussed.