• Performance
• Reviews
• Corporate Governance
  • Risk
  • Business Organisation and Corporate Governance
    • Board of Directors at 31 December 2009
    • Senior Executive Team at 31 December
    • Reserved matters and delegation of authority
    • R&D Executive Committee
    • Operation of the Board
    • Directors
    • Operation of Board Committees
    • Principal corporate governance requirements
    • Other matters
  • Directors' Remuneration Report

Directors

In accordance with Article 65 of the Articles, all Directors retire at each AGM and may offer themselves for re-election by shareholders. Accordingly, all of the Directors will retire at the AGM in April 2010. The Notice of AGM will give details of those Directors presenting themselves for re-election. The Board reviews annually the status of succession to senior positions, including those at Board level, and ensures it has regular contact with, and access to, succession candidates.

During 2009:

• John Patterson, Executive Director, Development retired from the Board on 31 March 2009.
• Håkan Mogren, Non-Executive Deputy Chairman, retired from the Board on 30 April 2009.

For information relating to the appointment process for new Directors see the Nomination and Governance Committee section below.

Newly appointed Directors are provided with comprehensive documentation, setting out their obligations and duties as Directors. They also typically attend tailored induction programmes that take account of their individual skills and experience. To develop an understanding of major shareholders' views about the Company, the Non-Executive Directors (together with the rest of the Board) regularly receive reports and presentations from the Company's brokers and meet with senior managers throughout the year. Moreover, the Directors actively encourage shareholders to attend the AGM and ask questions.

The Company maintained directors' and officers' liability insurance cover throughout 2009. The Directors are also able to obtain independent legal advice at the expense of the Company, as necessary, in their capacity as Directors.

The Company has entered into a deed of indemnity in favour of each Board member since 2006. These deeds of indemnity are still in force and provide that the Company shall indemnify the Directors to the fullest extent permitted by law and the Articles, in respect of all losses arising out of, or in connection with, the execution of their powers, duties and responsibilities, as Directors of the Company or any of its subsidiaries. This is in line with current market practice and helps the Company attract and retain high-quality, skilled Directors.