text: Directors are deemed to be independent if they 
  are independent of management and have no 
  material business or other relationship with the 
  Company that could materially impede their 
  objectivity or the exercise of independent judge- 
  ment or materially influence their ability to act in 
  the best interests of the Company. 
  
  The Board is responsible for: 
  
  Composition of the Board 
  〉〉 overseeing the Company, including its 
  control and accountability systems; 
  
  The Board may, in accordance with the 
  Company’s constitution, be comprised of a 
  minimum of three and a maximum of ten 
  Directors. 
  
  〉〉 providing leadership of the Company within 
  a framework of prudent and effective 
  controls which enable risks to be assessed 
  and managed; 
  
  For the 2013 financial year, four of the Company’s 
  five Directors (including the Non-Executive 
  Chairman) were considered by the Board to be 
  independent throughout the year. Those Directors 
  were Mr Ross Smyth-Kirk, Mr Peter McAleer, 
  Mr Craig Carracher and Mr Peter Alexander. 
  
  The roles of the Non-Executive Chairman and 
  the Managing Director / Chief Executive Officer 
  are exercised by different individuals. 
  
  〉〉 providing input into and final approval of 
  management’s development of corporate 
  strategy and performance objectives; 
  
  During the 2013 financial year there were five 
  Directors. Details of the Directors who held 
  office during the 2013 financial year, including 
  their qualifications, experience and the period 
  for which each Director has held office are set 
  out on page 48 of this Report. 
  
  〉〉 
  
  reviewing, ratifying and monitoring systems 
  of risk management and internal control, 
  codes of conduct and legal compliance; 
  In assessing independence, the Board has regard 
  to whether any Director: 
  〉〉 
  setting the Company’s direction, strategies 
  and financial objectives; 
  〉〉 
  
  is a substantial shareholder of the Company 
  or an officer of, or otherwise associated 
  directly with, a substantial shareholder of the 
  Company; 
  At each Annual General Meeting of the Company, 
  one third of the Directors (or the number nearest 
  one-third) must retire from office. In addition any 
  
  〉〉 
  ensuring compliance with regulatory and 
  ethical standards; 