Corporate governance

2. Application of the Combined Code

The board applied the principles and provisions of the Combined Code throughout the year ended 31 March 2009, except in the following respects:

  1. for the first six weeks of the year, from 1 April to 14 May 2008, at least half the board, excluding the Chairman, were not independent for the purposes of the Combined Code. In furtherance of the board’s commitment to the progressive renewal of its membership, two new independent directors, Ms Ramos and Mr Pieterse, were appointed and joined the board on 15 May 2008. With effect from 15 May 2008 therefore, and throughout the rest of the year to 31 March 2009, at least half of the board, excluding the Chairman, were independent for the purposes of the Combined Code.
  2. the audit committee did not consist solely of independent directors, as the committee included Mr Devitre, an Altria Group, Inc. (‘Altria’) nominee, who is not independent for the purposes of the Combined Code.

The only non-executive directors (excluding the Chairman) who do not meet the independence requirements of the Combined Code are those four directors who were nominated by the company’s major shareholders pursuant to agreements entered into in connection with transactions which were approved by the company’s shareholders. The terms of these agreements (which also account for the audit committee not consisting solely of independent directors) are described more fully in the board of directors: composition and independence section.