Directors’ Report – Governance Board of Directors and Advisors

Charles Dunstone David Mansfield Company Secretary Chief Executive Officer Non-Executive Director Tim Morris Age 44. Founder and Chief Executive Age 55. Joined the Board in September Officer of the Group since 1989. He is 2005. He is an Executive Director of Board Committees also responsible for new business Ingenious Media PLC, a specialist media Audit Committee: development and strategic initiatives. investment and advisory group. He is David Grigson (Chairman) He is a Non-Executive Director of The Chairman of Rajar Limited, the radio Sir Brian Pitman and General Trust PLC and research company owned by the BBC David Mansfield Independent Media Distribution PLC. and Commercial Radio, and of 1700 Steven Esom He is Chairman of The Prince’s Trust Group PLC, a recruitment company Baroness Morgan Trading Board and a member of its specialising in media. He was previously Council. He is also a Director of Best Buy Chief Executive of Radio PLC Remuneration Committee: Europe Distributions Limited, the Group’s and latterly GCap Media PLC, the UK’s Sir Brian Pitman (Chairman) joint venture with Best Buy. largest commercial radio company. David Mansfield He is a fellow of the Radio Academy, a Steven Esom Roger Taylor ACA member of the London Business School Baroness Morgan Chief Financial Officer Enterprise 100 Group and a visiting fellow David Grigson Age 44. Chief Financial Officer of of the University of Oxford. Nomination Committee: the Group since January 2000. He is Sir Brian Pitman (Chairman) responsible for controlling the Group’s Steven Esom John Gildersleeve finance function, financial reporting and Non-Executive Director Baroness Morgan procedures. He also manages the Age 48. Joined the Board in September Group’s investor relations and corporate 2005. He was Director of Food at Marks Advisors finance function and is responsible for & Spencer from June 2007 until July Principal Bankers: corporate development and strategic 2008 and previously he was Managing Barclays PLC initiatives. He is also a Director of Best Director of Waitrose, the supermarket Deutsche Bank AG Buy Europe Distributions Limited, the division of the John Lewis Partnership, HSBC Bank plc Group’s joint venture with Best Buy. from 2002 to April 2007. Prior to joining ING Bank NV Waitrose, he spent the major part of Royal Bank of Scotland Group PLC John Gildersleeve his career in various buying roles with J Sainsbury PLC and also worked for the Non-Executive Chairman Legal Advisors: Ladbroke Group and Hilton International. Age 64. Joined the Board in June 2000 Ashurst Morris Crisp and became Non-Executive Chairman Clyde & Co in July 2005. He was appointed Baroness Morgan of Huyton DLA Non-Executive Director of British Land Non-Executive Director Osborne Clarke PLC in September 2008. Previously, he Age 49. Joined the Board in November was an Executive Director of Tesco PLC 2005. From November 2001 until May Corporate Brokers: until he retired in February 2004. He was 2005, she was Director of Government Credit Suisse Chairman of Gallaher Group PLC until Relations at 10 Downing Street. Prior to (Europe) Limited April 2007 and Chairman of EMI Group this she was Political Secretary to the 1 Cabot Square PLC until September 2007. Prior to this Prime Minister from 1997 to 2001, and London E14 4QJ he was a Non-Executive Director of was appointed Minister for Women and Vodafone Group PLC from 1998 to 2000. Equalities in 2001. In 2006 she was UBS appointed a Board Member of the 1 Finsbury Avenue Sir Brian Pitman Olympic Delivery Authority and was also London EC2M 2PP Non-Executive Director appointed as a Non-Executive Director of Age 77. Joined the Board in January 2001 Southern Cross Healthcare Group PLC. Registrars and is the Senior Independent Director. She is Advisor to the Board of the Equiniti Limited A senior advisor to Morgan Stanley, children’s charity ARK and a member Aspect House he is also a Non-Executive Director of of the Lloyds Pharmacy Advisory Panel. Spencer Road, Lancing Singapore Airlines Limited and Virgin West Sussex BN99 6GU Atlantic Airways Limited. He retired in David Grigson ACA 2001 from Lloyds TSB Group PLC, where Non-Executive Director Auditors he was Chief Executive for 13 years and Age 54. Joined the Board in April 2007. Deloitte LLP, London Chairman for four years. He was also He was Chief Financial Officer of Chairman of NEXT PLC from 1998 to Group PLC until May 2008. Prior to Registered Office 2002 and a Non-Executive Director of joining Reuters in 2000, he was Group 1 Portal Way Tomkins PLC from June 2000 to June Finance Director of Emap PLC and London W3 6RS 2007. In May 2008, he retired from ITV Chairman of Emap Digital. Registered number: 3253714 PLC, where he served as Non-Executive Director for four years; prior to this he was a Non-Executive Director of Carlton Communications PLC from March 1998.

28 The Group PLC Annual Report 2009