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ensuring that matters are fully debated and that no individual or group dominates the board’s decision-making processes.Through the nomination committee, the board ensures that plans are in place for the succession ofthe executive and non-executive directors.Activities of the boardIt is the responsibility of the chairman and the company secretary to workclosely together in planning the annual programme and agendas for meetings. During the year, sixscheduled board meetings were held, five in the United Kingdom and one in China. With the plans forthe joint annual strategy conference with the full executive committee being disrupted by travel123
Corporate governance report (continued)restrictions, the group’s strategy discussions were re-scheduled and held within extended board andboard committee meetings, particularly those held in China.When directors are unable to attend a meeting, they are advised of the matters to be discussedand given an opportunity to make their views known to the chairman prior to the meeting. The boardmanages overall control of the company’s affairs with reference to the formal schedule of mattersreserved for the board for decision. The schedule was last revised in June 2009.The board makes decisions and reviews and approves key policies and decisions of the company, inparticular in relation to: group strategy and operating plans; corporate governance; compliance withlaws, regulations and the company’s code of business conduct; business development, including majorinvestments and disposals; financing and treasury; appointment or removal of directors and thecompany secretary; risk management; financial reporting and audit; corporate citizenship, ethics and theenvironment; and pensions.The Act sets out directors’ general duties concerning conflicts of interest and related matters. Theboard have agreed an approach and adopted guidelines for dealing with conflicts of interest and agreedto add responsibility for authorising conflicts of interest to the schedule of matters reserved for theboard. The board confirmed that it was aware of no situations that may or did give rise to conflictswith the interests of the company other than those that may arise from directors’ other appointments asdisclosed in their biographies above. In accordance with the articles, the board authorised the chairmanor the company secretary, as appropriate, to receive notifications of conflicts of interest on behalf ofthe board and to make recommendations as to whether the relevant matters should be authorised bythe board. The company has complied with these procedures during the year.All directors are equally accountable for the proper stewardship of the company’s affairs.