Directors
The following were directors of the Company during the year:
S Barden |
|
R J S Bell* |
|
A M Booker |
(appointed 17 November 2008) |
A J Hobson* |
|
A K Illsley* |
|
J K Maiden |
(resigned 14 November 2008) |
O G Ni-Chionna* |
|
D T Nish* |
* non-executive directors
Directors’ biographical details are set out in the Board of directors and company secretary section.
Appointment and replacement of directors
Rules about the appointment and replacement of directors are set out in the Company’s Articles of Association (the ‘Articles’), and the Corporate governance section of this report. Under the Articles, and the provisions of the Combined Code on Corporate Governance, any director appointed to the Board must be elected by ordinary resolution at the next general meeting following their appointment and directors are required to stand for re-election in the third calendar year following the year of their appointment. Under these provisions A M Booker is required to stand for election and S Barden and R J S Bell for re-election at this year’s Annual general meeting.
The executive directors’ service contracts are referred to in the Remuneration report. The executive directors’ service contracts are terminable by the Company giving one year’s notice.
Other than service contracts, no director has a material beneficial interest in any contract to which the Company, or any of its subsidiaries, was a party during the year.
Details of the remuneration of individual directors, and their interests in the share capital of the Company, are shown in the Remuneration report.
Indemnity of directors and officers
The Company’s Articles include provisions for the indemnity of directors, the company secretary and other officers of the Company to the extent permitted by law. This permits the Company to provide indemnities to cover defence costs in civil and criminal proceedings. The director, employee or officer would still be liable to pay damages and to repay defence costs to the Company if his/her defence was unsuccessful. The Company has executed deeds of indemnity for the benefit of each director of the Company in respect of liabilities which may attach to them in their capacity as directors of the Company or associated companies. These provisions are qualifying third party indemnity provisions for the purposes of the Companies Act 2006 and remain in force at the date of approval of this report. Copies of the deeds of indemnity are available to shareholders at the Company’s registered office.