The Directors are committed to maintaining the highest standards of corporate governance and this statement sets out how the principles and provisions of The Combined Code on Corporate Governance, July 2003 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 three Board Committees with formal terms of reference:

• the Audit Committee;
• the Nomination and Corporate Governance Committee; and
• the Remuneration Committee.

Audit Committee

The Audit Committee is comprised of four independent non-executive Directors. The members are BE Somers (FCA) (Chairman) (appointed 18th December 2007), LP Healy (FCA), Right Hon.Kenneth Clarke (appointed 14th August 2007) and CU Daly.

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

Nomination and Corporate Governance Committee

The role and responsibilities of the Nomination Committee have been extended to include responsibility for reviewing the Company's Corporate Governance policies as and from 20 March 2007. To assist the Committee in carrying out these additional responsibilities, B Mulroney, who has been a Director of the Company since 2004, has been appointed as a member of and Chairman of the Committee. The members of the Committee are B Mulroney (Chairman), Dr. BJ Hillery, Sir Anthony O'Reilly, CU Daly, LP Healy and Baroness M Jay.

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 Dr. IE Kenny (Chairman), JC Davy and Senator MN Hayes.

The Terms of Reference of the Committee.