The Directors are committed to maintaining the highest standards of corporate governance and to ensuring the correct mix of experience at Board level for the optimum strategic and operational governance of the Group - a geographically diverse media and commuications group. This statement sets out how the principles and provisions of The Combined Code on Corporate Governance, June 2008 are applied.

Board

The Board holds regular meetings and there is regular contact between meetings as required in order to progress the Group's business.

The Board has a formal schedule of matters specifically reserved to it for decision, including:

• approval of interim and final financial statements;
• approval of the Group's long-term objectives and strategy;
• changes relating to the Group's capital structure;
• material contracts;
• terms of reference of Chairman, Chief Executive and other executive Directors;
• terms of reference and membership of Board Committees;
• risk management strategy; and
• review of the Group's overall corporate governance arrangements.

Board Committees

There are four Board Committees with formal terms of reference:

• the Audit Committee;
• the Nomination and Corporate Governance Committee;
• the Remuneration Committee; and
• the Corporate Social Responsibility Committee

Audit Committee

The Audit Committee is comprised of three independent non-executive Directors. The members are L Lanz (Chairman), F Murray and B Braun.

The role and responsibilities of the Audit Committee are set out in the Committee's Terms of Reference.

Nomination and Corporate Governance Committee

The Nomination and Corporate Governance Committee is responsible for making recommendations on Board appointments and for regularly reviewing the efficacy, efficiency, structure, size and composition of the Board with regard to the complexities of the media industry and the diversity of international markets in which the Group operates.

The Committee is also responsible for reviewing the Group's corporate governance policies and compliance.

The members of the Committee are B Mulroney (Chairman), Dr. BJ Hillery, Baroness M Jay, L Buckley and L Gaffney.

The Terms of Reference of the Committee.

Remuneration Committee

The Remuneration Committee is responsible for determining the remuneration of the Chief Executive and the Chairman and for determining, in consultation with the Chief Executive, the remuneration of the executive Directors. The Remuneration Committee is made up entirely of independent non-executive Directors.

The members of the Committee are Baroness M Jay (Chairman), F Murray and L Lanz.

The Terms of Reference of the Committee.

Corporate Social Responsibility Committee

The Group is committed to acting in the best interests of all its stakeholders: customers; employees, suppliers; and shareholders. The Board has a Committee with responsibility for Corporate Social Responsibility.

The members of the Committee are Baroness M Jay (Chairman); L Buckley and VC Crowley.