Governance

A share ownership programme was introduced with effect from 1 August 2004. It is designed to encourage all Directors and members of the Executive Committee to build up a shareholding to the following levels:

For Executive Directors and members of the Executive Committee share ownership may be achieved by retaining shares received as a result of participating in a Company share plan, other than the shares sold to finance option exercises or to pay a National Insurance or income tax liability or overseas equivalent. The programme specifically excludes the need for executives to make a personal investment should awards not vest. Normally these levels of shareholding should be expected to be achieved within three to five years from the time the individual is included in the programme. The committee has reviewed and noted the progress which has been made towards meeting these targets during the year. Directors' current shareholdings are set out in the Report of the Directors.

This report has been approved by the Board for submission to shareholders at the Annual General Meeting to be held on 18 November 2008 and is signed on its behalf by the chairman of the committee.

On behalf of the Board
Andrew J Duff
Chairman of the Remuneration Committee
22 September 2008