The board of directors

Role and responsibilities

All members of the board take collective responsibility for the overall management and performance of the Company. The board met formally nine times during the year. The individual attendance by directors is detailed on the Board committees page and page 32 of the Annual Report and Accounts 2009.

Whilst the board has delegated day-to-day mangement of the Company to the Chief Executive, there is a formal schedule of matters reserved to the board for decision, through which the board oversees control of the Company's affairs. This schedule of matters reserved  includes the approval of:

• annual and interim results and interim management statements;
• the Company’s strategic and operating plans;
• the annual budget;
• appointments to the board and as Company Secretary;
• treasury policies;
• dividend recommendation;
• the issue of new shares;
• amendments to the Company’s pension scheme;
• larger capital expenditure, acquisitions, disposals and investment proposals; and
• the overall system of internal control and risk management.

Certain specific responsibilities are delegated to the board committees, notably the Audit, Remuneration and Nomination committees, which operate within clearly defined terms of reference, reporting regularly to the board.

Composition

The board currently comprises the Chairman Charles Sinclair, the Chief Executive George Weston, the Finance Director John Bason and four non-executive directors who are independent of management and have no relationships which would materially interfere with the exercise of their independent judgement. The board also includes Galen Weston, a non-executive director, who is not regarded as independent in view of his relationship with Wittington Investments Ltd.

Following the retirement of Martin Adamson in April 2009, Charles Sinclair was appointed Chairman. On his appointment as Chairman, Charles Sinclair met the independence criteria set out in the Combined Code.

The board considers that the non-executive directors provide a solid foundation for good corporate governance for the group and ensure that no individual or group dominates the board’s decision-making. Collectively, the non-executive directors bring a wide range of international experience and expertise to the board. They each occupy or have occupied senior positions in industry or public life and consequently contribute significantly to board decision-making.

Details of the full board are set out on the Key Management Biographies page and pages 28 and 29 of the Annual Report and Accounts 2009.

Chairman and Chief Executive

The roles of the Chairman and the Chief Executive are separately held and the division of their responsibilities is clearly established, set out in writing, and agreed by the board. The Chairman, Charles Sinclair, is responsible for the running and leadership of the board. The Chief Executive, George Weston, is responsible for leading and managing the business within the authorities delegated by the board.

Senior independent director

Tim Clarke is the recognised senior independent director.

Re-election

Under the Articles, both now and as they are proposed to be amended at the forthcoming annual general meeting, all directors seek election at their first annual general meeting following appointment. The Articles also require all directors who held office at the time of the two preceding annual general meetings,  and in any event not less than one third of the directors, to submit themselves for re-election. In accordance with the Combined Code, all non-executive directors who have served for more than nine years must also submit themselves for re-election on an annual basis. Accordingly, Galen Weston, Lord Jay, Javier Ferrán and Tim Clarke will be required to seek re-election at the forthcoming annual general meeting.

Induction and continuing professional development

On joining the board, directors are given background documents describing the Company and its activities and are provided with an appropriate induction programme. The Company offers major shareholders the opportunity to meet new non-executive directors. Site visits were arranged during the year for Charles Sinclair to meet the senior management teams at major business units. Ongoing training is provided as necessary.

Information flow

Board and committee papers are circulated to members in advance of the meetings. The Company Secretary manages the the provision of information to the board at other appropriate times, in consultation with the Chairman and Chief Executive. In addition to formal meetings, the Chairman and Chief Executive maintain regular contact with all directors. The Chairman also holds informal meetings with non-executive directors, without any of the executives being present, to discuss any issues affecting the group.

In order to keep the non-executive directors informed of events throughout the group between board meetings, regular management updates are sent to each director. This seeks to ensure that the non-executive directors are always kept fully informed of the latest issues affecting the group.

Location of board meetings

Board meetings occasionally take place at the offices of the group’s businesses. This further enables non-executive directors to develop their knowledge of the group and to consult with management and other employees. Non-executive directors may also make additional visits to our overseas businesses through the year.

Senior executives below board level are invited, when appropriate, to attend board meetings and to make presentations on the results and strategies of their business units.

Independent professional advice

The board has adopted a procedure whereby directors may, in order to comply with their duties and where they judge it necessary, take independent professional advice on any matter at the Company’s expense.

Company Secretary

Directors have direct access to the advice and services of the Company Secretary who is responsible for ensuring that board procedures are followed.

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