ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2010

Governance

Governance

Board of directors

The business of the company is managed by the board of directors. Details of those board members who served during the 2009/10 financial year are set out below. There are no family relationships between any of the directors or senior managers. There are no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any of the persons referred to below was selected as a director or member of senior management.

Dr John McAdam

Dr John McAdam (62)

Non-executive chairman

Qualifications: BSc (Hons) Chemical Physics, Diploma Advanced Studies in Science, PhD

Appointment to the board: Appointed as a non-executive director in February 2008 and as chairman in July 2008

Committee membership: Nomination (chairman)

Current directorships/business interests: Chairman of Rentokil Initial plc, senior independent director of J Sainsbury plc, non-executive director of Rolls-Royce Group plc and Sara Lee Corporation

Career experience: Appointed to the board of ICI plc in 1999 and became chief executive in 2003, a position held until ICI’s takeover by Akzo Nobel.

Philip Green

Philip Green (57)

Chief executive officer

Qualifications: BA (Hons) Economics and Politics, MBA

Appointment to the board: February 2006

Committee membership: Nomination

Current directorships/business interests: A director of Water UK and Business in the Community and a trustee of the Philharmonia Orchestra Trust

Career experience: Chief executive of Royal P&O Nedlloyd until its acquisition by AP Moller-Maersk A/S. Previously a director and chief operating officer at Reuters Group PLC and chief operating officer at DHL for Europe and Africa.

Tim Weller

Tim Weller (46)*

Chief financial officer

Qualifications: BSc (Hons) Engineering Science, Chartered Accountant, FCA

Appointment to the board: August 2006

Committee membership: Community investment (chairman) and treasury

Current directorships/business interests: Non-executive
director of The Carbon Trust and non-executive director
of BBC Worldwide Limited

Career experience: Previously group finance director at RWE Thames Water plc and prior to that group finance director of Innogy Holdings plc. Previously a partner at KPMG and director of financial control with the Granada group of companies and a non-executive director of Stanley Leisure plc.

*Tim Weller will step down from the board and leave the company on 21 May 2010.

Charlie Cornish

Charlie Cornish (50)

Managing director, utility solutions

Qualifications: BA (Hons) Economics/Business Studies

Appointment to the board: January 2004

Committee membership: None

Current directorships/business interests: None

Career experience: Previously chief operating officer with Thames Water UK and Ireland and chief executive of West of Scotland Water Authority. Positions also held with British Aerospace, Plessey Telecommunications, Associated British Foods and the NHS.

Dr Catherine Bell CB

Dr Catherine Bell CB (59)

Independent non-executive director

Qualifications: MA Geography, PhD Economic History

Appointment to the board: March 2007

Committee membership: Nomination, audit and community investment

Current directorships/business interests: Non-executive director of the Civil Aviation Authority and Ensus Limited

Career experience: A former civil servant and acting permanent secretary at the Department for Trade and Industry. Previously a non-executive director of Swiss Re GB Plc.

Paul Heiden

Paul Heiden (53)

Independent non-executive director

Qualifications: BSc (Hons) Biology, Chartered Accountant ACA

Appointment to the board: October 2005

Committee membership: Audit (chairman), nomination and treasury (chairman)

Current directorships/business interests: Non-executive chairman of Talaris Topco Limited

Career experience: Formerly chief executive of FKI plc and prior to that group finance director of Rolls-Royce plc. Previous senior finance roles at Hanson PLC and Mercury Communications and has been a non-executive director of Bunzl plc and Filtrona plc.

David Jones CBE

David Jones CBE (68)

Independent non-executive director

Qualifications: MSc Control System Engineering, BSc Electrical Engineering

Appointment to the board: January 2005

Committee membership: Audit, nomination and remuneration (chairman)

Current directorships/business interests: Chairman of UK Coal plc

Career experience: Formerly group chief executive of The National Grid Company plc and chief executive of South Wales Electricity.

Andrew Pinder CBE

Andrew Pinder CBE (63)

Independent non-executive director

Qualifications: BA (Hons) Economics and Geography

Appointment to the board: September 2001

Committee membership: Nomination and remuneration

Current directorships/business interests: A director of Evryx Inc and chairman of Andrew Pinder Consultancy Limited, a member of the Intel Global Advisory Board and will become chairman of the Electricity Industry Balancing and Settlements Code Panel and Elexon Limited with effect from October 2010

Career experience: Formerly senior independent non-executive director of Spring Group plc, a director of Entrust (Europe) Limited, e-Envoy to the UK Government and chairman of British Educational Communications and Technology Agency and prior to that a partner in a venture capital firm. Previous senior operations and technology roles at Citibank and Prudential and director of IT at the Inland Revenue (now HMRC).

Nick Salmon

Nick Salmon (57)

Senior independent non-executive director

Qualifications: BSc (Hons) Mechanical Engineering

Appointment to the board: April 2005

Committee membership: Nomination and remuneration

Current directorships/business interests: Chief executive of Cookson Group plc

Career experience: Formerly executive vice president of Alstom S.A. and of ABB Alstom Power and chief executive of Babcock International Group plc. Previous senior management positions held at GEC and GEC Alsthom in the UK and France and the China Light and Power Company, Hong Kong.