Corporate Governance

As a Board, we are responsible for the stewardship of the business and are committed to maintaining high standards of corporate governance across the Group. We believe good governance enhances business performance as well as our reputation within our marketplace and across relationships with our stakeholders.

Our approach to governance is outlined in the corporate governance report, which describes how we integrate into our business the main principles of the five sections of the UK Corporate Governance Code (the Code), namely leadership, effectiveness, accountability, remuneration and relations with shareholders. I am pleased to report that, following a change to membership of the Audit and Remuneration Committees during 2012, the Company now complies in full with the Code.

In line with the development of our business, our governance framework is kept under close review in order to ensure that shareholders’ interests are safeguarded and to sustain the success of the Company over the longer term. We have deepened further the property expertise on the Board by the appointment of Kay Chaldecott as a non-executive director, who joins us following a career in the UK retail property sector spanning 27 years. In September 2012 I commissioned an independent external review of the effectiveness of the Board and its Committees, which was conducted between October and December. The review was designed to encourage the directors to step back from the normal business of the Board and provide them with an opportunity to question the Board’s approach, assess its impact and contribution and consider how best it can develop. The results of this review are being analysed and an update on the results of this assessment will be disclosed in the annual report for the year ending 30th November 2013.

In my second year as Chairman I am pleased with the progress that has been made in respect of our approach to governance and I expect that this will continue to develop and strengthen during 2013.

Bill Shannon
Chairman

Terms of Reference	Download	Size
Terms of reference of the Audit Committee		97k
Terms of reference of the Remuneration Committee		84k
Terms of reference of the Nomination Committee		87k