RMG00000338
RMG00000338
Exhibit [X]
Extracted text from Corporate Governance sections of Annual Report and Accounts relation
to Board evaluation
Year Comments on Board evaluation
1. I 2000/01 I No comments on Board evaluation.
2. I 2001/02 I No comments on Board evaluation.
3. I 2002/03 I No comments on Board evaluation.
4. I 2003/04 I No comments on Board evaluation.
5. I 2004/05 I In 2004 the Board initiated a systematic approach to the evaluation of the
effectiveness of the Board, its Committees and individual Directors. This was
undertaken by the Chairman and implemented in collaboration with the
Committee Chairmen and with the support of the Company Secretary. The
evaluation was conducted by way of a formal questionnaire that enabled
Directors’ perspectives on the effectiveness of the Board and Committees to be
fed back to the Chairman and the full Board. Performance evaluations of Board
Committees were conducted on behalf of the Chairman by the Chairmen of the
respective Board Committees. The Non Executive Directors, led by the Senior
Independent Director, reviewed the performance of the Chairman and the
Executive Directors.
6. I 2005/06 I The Board initiated a systematic approach to the evaluation of the effectiveness
of the Board, its Committees and individual Directors. This was undertaken by the
Chairman and implemented in collaboration with the Committee Chairmen and
with the support of the Company Secretary. The evaluation was conducted by
way of a formal questionnaire that enabled Directors’ perspectives on the
effectiveness of the Board and Committees to be fed back to the Chairman and
the full Board. Performance evaluations of Board Committees were conducted on
behalf of the Chairman by the Chairmen of the respective Board Committees.
The Non Executive Directors, led by the Senior Independent Director, reviewed
the performance of the Chairman and the Executive Directors.
7. I 2006/07 I The Board initiated a systematic approach to the evaluation of the effectiveness
of the Board, its Committees and individual Directors. This was undertaken by the
Chairman and implemented in collaboration with the Committee Chairmen and
with the support of the Company Secretary. The evaluation was conducted by
way of a formal questionnaire that enabled Directors’ perspectives on the
effectiveness of the Board and Committees to be fed back to the Chairman and
the full Board. Performance evaluations of Board Committees were conducted on
behalf of the Chairman by the Chairmen of the respective Board Committees.
The Non Executive Directors, led by the Senior Independent Director, reviewed
the performance of the Chairman and the Executive Directors.
8. 2007/08 I Performance evaluation of the Board, its Committees and individual
Directors takes place on an annual basis. This is led by the Senior Independent
Director with the support of the Company Secretary. The evaluation is conducted
by way of a formal questionnaire that enables Directors’ perspectives on the
effectiveness of the Board and its Committees to be fed back to the full Board.
Performance evaluations of Board Committees are conducted by the Chairmen of
Classified: RMG — Internal
RMG00000338
RMG00000338
Year Comments on Board evaluation
the respective Board Committees. The Non Executive Directors, led by the
Senior Independent Director, review the performance of the Chairman and the
Executive Directors. The Executive Directors, led by the Group Chief Executive,
review the performance of the Non Executive Directors.
9. 2008/09 I Performance evaluation of the Board, its Committees and individual Directors
takes place on an annual basis. This is led by the Senior Independent Director
with the support of the Company Secretary. The evaluation is conducted by way
of a formal questionnaire that enables Directors’ perspectives on the
effectiveness of the Board and its Committees to be fed back to the full Board.
Performance evaluations of Board Committees are conducted by the Chairmen of
the respective Board Committees. The Non Executive Directors, led by the
Senior Independent Director, review the performance of the Chairman and the
Executive Directors. The Executive Directors, led by the Group Chief Executive,
review the performance of the Non Executive Directors.
10. I 2009/10 I Performance evaluation of the Board, its Committees and individual Directors
takes place on an annual basis led by Richard Handover the Senior Independent
Director with the support of the Company Secretary. This year’s evaluation was
conducted using an external facilitator Professor Rob Goffee of London Business
School, using a combination of questionnaires, individual interviews and a full
board discussion. Performance evaluations of Board Committees were
conducted by the Chairmen of the respective Board Committees. The Non
Executive Directors, led by the Senior Independent Director, reviewed the
performance of the Chairman and the Executive Directors. The Executive
Directors, led by the Group Chief Executive, review the performance of the Non
Executive Directors.
11. I 2010/11 I Performance evaluation of the Board, its Committees and individual Directors
takes place on an annual basis with the support of the Company Secretary. This
year’s evaluation was conducted using a combination of questionnaires and a full
Board discussion. A performance evaluation of the Audit and Risk Committee has
been conducted by the Chairman of the Committee. Other committees are
undertaking a review of their terms of reference.
12. I 2011/12 I I can confirm that we are again compliant with the Code in so far as it is
appropriate to a public company with a single shareholder. I am pleased to report
that Professor Rob Goffee of the London Business School has undertaken with
us the annual review of the performance of the Board. I will be discussing with
each Director the outcomes of the annual performance evaluation process and
look for continued improvements to the way we function and perform as a Board.
Classified: RMG — Internal