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Corporate governance statement

Non-executive directors are encouraged to visit the Company’s operations and to speak to customers and employees. They are also encouraged to attend the annual investor day where they can discuss corporate governance matters with major shareholders. Independent professional advice would be available to directors in appropriate circumstances, at the Company’s expense. No such advice was needed during the year in question. All directors are required to submit themselves for re-election every three years. New directors are appointed to the Board on the recommendation of the Nominations Committee. Although the Committee is currently satisfied with the composition of the Board, it has been conducting a search for a replacement for Chumpol NaLamlieng, who announced in November 2008 that he will retire from the Board at the annual general meeting in July 2009.

It was also subsequently announced that Dr Martin Read would not be seeking re-election after having served for nine years on the Board.

The Company Secretary ensures that the Board members receive briefings on changes in regulation or law, as circumstances require. During the year in question this included further training in relation to the implications of the Companies Act 2006 as various aspects of it came into force. The appointment and removal of the Company Secretary is a matter for the Board as a whole.

Board Committees

The Board has four specific Committees: Audit, Nominations, Safety Review and Remuneration. Each Committee meets regularly under terms of reference set by the Board and copies are available on bashares.com. A Standing Committee, consisting of the Chairman or senior independent non-executive director, one executive and one non-executive director, is also available when necessary. The work carried out by each of the four specific Committees is described in their respective reports. Every Committee has authority to take external advice as required.

The Board receives regular feedback on investors’ views. As part of its commitment to ensuring that the Board presents a balanced and understandable assessment of the Company’s financial position and prospects, the Board received an external view of the Company’s investor relations activity again this year.

Board performance evaluation

During the year, each director privately met the senior independent director to review the performance of the Board, its Committees and the individual directors and Chairman and the results were presented to, and considered by, the Board. In addition, the Chairman and non-executive members typically meet without any executives present at least twice each financial year.

Relations with shareholders

The Company maintains regular contact with its larger institutional shareholders through its investor relations team, through meetings with the executive directors and the Chairman and through annual institutional investor events. The presentations from these events are also available to private shareholders through the Company’s investor relations website, bashares.com. Seven members of the Board attended the annual investor day in March 2009. Private shareholders receive the Company’s shareholder magazine twice a year and are encouraged to express their views and concerns either in person at the annual general meeting or by e-mail. The main themes are reported to the Board and responded to by the Chairman in his address at the annual general meeting. All of the Board members attended the 2008 annual general meeting. The 2009 annual general meeting will be held on Tuesday July 14 at 11.00 am at The Queen Elizabeth II Conference Centre, London. The ordinary business of the meeting will be the approval of the annual report and accounts; approval of the remuneration report; the re-election of directors; and the reappointment and remuneration of the auditors. The special business to be considered at the meeting will be the directors’ authority to allot new shares, the disapplication of pre-emptive rights in relation to an allotment of new shares, the authority of the Company to purchase its own shares, the ability of the Company to hold general meetings at 14 days’ notice and amendments to the Company’s Articles of Association. Full details can be found in the Notice of Meeting available on our website bashareholders.com. Since 2000, all voting at the annual general meeting has been by way of a poll to ensure that the views of all shareholders are taken into account. All 15 resolutions put to shareholders at the 2008 annual general meeting were passed, with a minimum vote of 97.75 per cent. For the first time this year, it is planned that the Chairman’s and Chief Executive’s speeches will be available on the website after the meeting.

Directors’ conflicts

With effect from October 1, 2008, the new Companies Act 2006 provisions regarding directors’ conflicts of interest came into force. These place directors under an obligation to avoid situations arising on or after October 1, 2008, in which they have, or can have, a direct or indirect interest that conflicts, or may possibly conflict, with the interests of the Company (Section 175(1)). This duty is not infringed if the matter has been authorised in advance by the directors pursuant to provisions of the articles permitting them to do so. This duty does not apply to a conflict of interest arising in relation to a transaction or arrangement with the relevant company directly (such as a contract of employment).

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