The Directors of Independent News & Media PLC (INM) 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 INM – a geographically diverse media group. That required diversity and experience at Board level has brought together a group of independent members of the Board from the worlds of academia, business, media, professional (law and accountancy), politics and the public sector.

The following statement sets out how the full principles and provisions of The Combined Code on Corporate Governance, June 2008 were applied during the year ended 31 December 2010.

On 29 September 2010, the Irish Stock Exchange (‘ISE’) amended the Listing Rules of the ISE to require listed companies to apply the provisions of the new UK Corporate Governance Code published in June 2010. The UK Corporate Governance Code applies to accounting periods beginning on or after 30 September 2010. In addition, the ISE introduced the Irish Corporate Governance Annex to apply to accounting periods beginning on or after 18 December 2010.

The Board notes that these corporate governance developments apply to the Group for the year ending 31 December 2011. To reflect its continuing commitment to the highest standards of corporate governance, the Group has adopted a policy of annual re-election of all Directors, as required by the new UK Corporate Governance Code with immediate effect.

Board

The Board holds regular meetings and there is regular contact with Board members between meetings as required in order to progress the Group’s business. In 2010, the Board held 10 meetings.

The Chairman is responsible for the effective functioning of the Board and for ensuring that meetings are of sufficient duration to allow full discussion on all matters relevant to the Board, that all Directors are kept properly informed with timely and accurate information, and that all major decisions are subjected to rigorous scrutiny and constructive debate.

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 members of the Committee at 31 December 2010 were:

L Lanz (Chairman), B Braun and F Murray.

On 23 March 2010, B Braun, an independent non-executive Director was appointed to the Audit Committee to replace P Connolly, thereby ensuring from that date that all the members of the Audit Committee are independent non-executive Directors.

The Chairman of the Committee is L Lanz, who holds a Master of Commerce Degree, is Chief Financial Officer of Axel Springer and has recent and relevant financial experience.

The role and responsibilities of the Committee are set out in the Committee’s Terms of Reference, copies of which are available from the Company Secretary and on the Company’s website at inmplc.com.

There were six meetings of the Committee during the year and the attendance details of each of the members of the Committee are set out on page 32 of the Annual Report.

The report from the Audit Committee for the year ended 31 December 2010 is set out on page 35 of the Annual Report.

The Terms of Reference of the Committee

Nomination and Corporate Governance Committee

The members of the Committee at 31 December 2010 were:

B Mulroney (Chairman), L Buckley, L Gaffney, Dr. B Hillery and Baroness M Jay.

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 ongoing compliance. The full terms of reference of the Committee are available from the Company Secretary and also from the Company’s website at inmplc.com.

There were five meetings of the Committee during the year and the attendance details of each of the members of the Committee are set out on page 32 of the Annual Report.

The Terms of Reference of the Committee.

Remuneration Committee

The members of the Committee at 31 December 2010 were:

Baroness M Jay (Chairman), L Lanz and F Murray.

On 23 March 2010, L Lanz an independent non-executive Director was appointed to the Committee to replace L Buckley, thereby ensuring from that date that all members of the Remuneration Committee are independent non-executive Directors.

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 executive Directors. The terms of reference of the Committee are available from the Company Secretary and also from the Company’s website at inmplc.com.

There was one meeting of the Committee during the year and the attendance details of each of the members of the Committee are set out on page 32 of the Annual Report.

The Remuneration Committee Report for 2010 appears on pages 41 to 47 of the Annual Report.

The Terms of Reference of the Committee.

Corporate Social Responsibility Committee

The members of the Committee at 31 December 2010 were:

Baroness M Jay (Chairman); L Buckley and VC Crowley.

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.