Annual Corporate Governance Report 2017

20 C.1.28 Disclose whether the company’s articles or board regulations make specific rules on proxy appointments for voting at board meetings, the manner of making such appointments and, in particular, the maximum number of proxy appointments a single director may hold. State whether it is mandatory to give such proxies only to a director of the same class. Describe any such rules in outline. Under article 28 of the Board Regulations, directors must attend all meetings unless absence is justified on reasonable grounds. When a director cannot attend a meeting, he or she may give a proxy to another director, in writing and for each meeting specifically, stating voting instructions. Non-executive directors may only give proxies to other non-executive directors. One and the same director may hold more than one proxy appointment. However, the office of the Secretary to the Board endeavours to ensure that appointments are not unduly concentrated with one director if several directors are unable to attend. C.1.29 State the number of meetings the board of directors has held during the year. Where applicable, indicate how many times the board has met without the chairman in attendance. In calculating this number, proxies granted with specific instructions shall be considered attendance. Number of board meetings 10 Number of board meetings not attended by the chairman 0 If the chairman is an executive director, indicate the number of meetings held without the attendance in person or by proxy of any executive director or under the chairmanship of the lead independent director. Number of meetings 0 State the number of meetings held by board committees in the year. Number of meetings of the executive committee 11 Number of meetings of the audit committee 6 Number of meetings of the appointments and remuneration committee 4 C.1.30 Disclose the number of meetings of the board in the year at which all directors were in attendance. Directors present by proxy with specific instructions attached are to be counted as having been present. Attendance by directors 10 % of attendance with respect to total votes during the year 100 C.1.31 Indicate whether or not the separate and consolidated financial statements submitted to the board for adoption are previously certified. Yes  No X Where applicable, identify the person(s) who has (have) certified the company’s separate and consolidated financial statements to be authorised for issue by the board. Name Position - -