The Board

The Company is led and controlled by the Group Board.

Mr R A Lawson was appointed Chairman of the Company with effect from 1 July 2008. He is also currently the Chairman of Hays Plc, the specialist recruitment company and a Director of The Federation of Groundwork Trusts. Mr C G Toner retired as Chairman and from the Group Board on 30 June 2008 and Mr M Pescod resigned from the Board on 31 December 2008.

At the end of the financial year ended 30 June 2009 the Board comprised nine members, including the Chairman, four Non-Executive Directors and four Executive Directors. The Company therefore complied during the relevant period with the principles of the Code in relation to the balance of Executive and Non-Executive Directors. The number and calibre of Non-Executive Directors on the Board, together with their diverse backgrounds and experience, also ensures that this principle is met. On 1 July 2009, the number of Non-Executive Directors (not including the Chairman) increased to five when Miss T E Bamford joined the Board. Miss T E Bamford is also currently a Director of Cantos Communications Limited and has a broad finance and business development background which is expected to prove a great asset to the Company.

On 21 July 2009, Mr M A Pain stepped down as an Executive Director and as Group Finance Director and was replaced by Mr D F Thomas. Mr D F Thomas has a strong track record as a Finance Director having held this position at The GAME Group plc and at Millennium and Copthorne Hotels plc. This financial background combined with his wider operational experience is expected to prove to be extremely useful to the development of the Group’s business.

Board responsibilities
The Board has overall authority for the conduct of the business of the Group. There are a number of matters that have been specifically reserved for the Board, these include:

determination and approval of matters relating to the strategy and management of the Group, including approval of long-term objectives and commercial strategy, extension of the Group’s activities into new businesses/geographic areas;
determination of the structure and capital of the Company such as changes to the Group’s management and control structure, share issues or buy back of shares;
approval of financial reporting and controls such as interim and annual results announcements, the Group Annual Report and Accounts, dividend payments, accounting and treasury polices;
establishment of effective systems of delegation and internal control and the annual review of their effectiveness;
authorising material acquisitions, disposals, investments, capital projects and other significant transactions;
monitoring the Group’s overall performance in relation to its strategies, plans, budgets and decisions; and
authorisation of conflicts of interest following recommendations from the Audit Committee.

Retirement and re-election of Directors
In accordance with best corporate governance practice, the Company’s Articles of Association require Directors to retire at intervals of no more than three years at the Annual General Meeting (‘AGM’).

Information and professional development
On joining the Company, each new Director participates in an induction process which includes a meeting with all of the current Directors, provision of an induction pack, site visits and meetings with senior and operational management teams.

The Directors update their skills, knowledge and familiarity with the Company by attending appropriate external seminars and training courses, meeting with senior management and visiting regional and divisional operating offices.

In January 2009, the Board met for a full day to review and develop the overall business strategy of the Group which included presentations from senior management within the Group as well as external professionals.

Each Director is issued with an agenda, briefing papers and comprehensive operating and financial management reports for the period under review at least a week before any Board Meeting. The Group General Counsel and Company Secretary attends all Board and Committee Meetings and all Directors have access to his advice and, if necessary, to independent professional advice at the Company’s expense to assist with the discharge of their responsibilities as Directors.

Any Director who is unable to attend a meeting presents his apologies and is invited to provide his views to the Chairman ahead of the meeting having reviewed the agenda, briefing papers and management information. The Group General Counsel and Company Secretary will meet with the absent Director after the meeting to go through any action points which are of relevance to that Director.

Formal minutes of each Board meeting are prepared, circulated and submitted for approval at the next meeting.

Independence and effectiveness
The Board believes that the Chairman and all Non-Executive Directors are independent in that they have no business or other relationship with the Group that might influence their independence or judgement.

The division of responsibility between the Chairman of the Board and the Group Chief Executive is clearly defined and has been approved by the Board. The Chairman leads the Board in the determination of strategy and in the achievement of its objectives. He is responsible for organising the business of the Board, for setting its agenda and for ensuring its effectiveness. The Chairman facilitates the effective contribution of the Non-Executive Directors and also ensures that the Board receives timely and accurate information so as to properly conduct its business as well as ensuring that communications with shareholders are effective.

The Senior Independent Director has specific responsibility for co-ordinating the evaluation by the Nominations Committee of the Chairman’s effectiveness as well as being a point of contact for shareholders in the event of there being any material issues or concerns which the Chairman and/or Group Chief Executive have failed adequately to address. The current Senior Independent Director is Mr R J Davies.

In accordance with the Code, the Chairman and the Non-Executive Directors met on two occasions during the year ended 30 June 2009 independently of the Executive Directors. The Senior Independent Director met once during the course of the year ended 30 June 2009 with the Non-Executive Directors independently of the Chairman, to assess the performance of the Chairman.

Directors’ conflicts of interest
On 1 October 2008, the Companies Act 2006 codified the duty to avoid conflicts of interests, by which Directors have a duty to avoid a situation in which they have, or may have, a direct or indirect conflict of interest or possible conflict of interest with the Company. This duty applies to the exploitation of any property, information or opportunity regardless of whether the Company could have taken advantage of it. The Company’s Articles of Association were amended at the AGM held on 18 November 2008 to include a general power for the Board to authorise such conflicts.

The Board has, in accordance with its Articles of Association and best practice guidance, authorised the Audit and Nominations Committees to oversee the process for reviewing and making recommendations to the Board concerning any actual and/or potential conflicts of interest which arise or may arise in relation to each member of the Board and this process was carried out satisfactorily during the year ended 30 June 2009.

The Group General Counsel and Company Secretary maintains a Register of Directors’ conflicts of interests which is reviewed every six months by the Audit Committee who then make recommendations to the Board in respect of any changes to the authorisations that may be required. Each Director is responsible, and is aware of his responsibility, to notify the Audit Committee and/or the Board of any new conflicts or possible conflicts and of any change in circumstances relating to authorisations already given. The Board, when authorising any conflict or possible conflict of interest, does not count in the quorum the Director whose conflict or possible conflict is being discussed and reserves the right to exclude a Director from a meeting whilst a conflict or possible conflict is being considered.

© Barratt Developments PLC 2010 All rights reserved
Barratt Developments PLC (Company Number 00604574), a company registered in England whose registered office is at Barratt House, Cartwright Way, Forest Business Park, Bardon Hill, Coalville, Leicestershire, LE67 1UF