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ANNUAL REPORT AND ACCOUNTS 2008

Wolfgang C G Berndt Wolfgang C G Berndt

Independent director

Ewan Brown CBE FRSE Ewan Brown

Senior independent director
(retiring at the AGM in 2009)

Jan P du Plessis Jan P du Plessis

Independent director

Philip N Green Philip N Green

Independent director

Sir Julian Horn-Smith Sir Julian
Horn-Smith

Independent director

Lord Leitch Lord Leitch

Independent director

Sir David Manning GCMG CVO Sir David Manning

Independent director

Carolyn J McCall OBE Carolyn J McCall

Independent director

Martin A Scicluna Martin A Scicluna

Independent director

The Board:

NON-EXECUTIVE DIRECTORS

Sir Victor Blank
Chairman

Sir Victor Blank - Chairman
Chairman of the nomination and risk oversight committees and a member of the remuneration committee

Joined the board in 2006 as deputy chairman and became chairman in May 2006. Former partner in Clifford-Turner (now Clifford Chance) from 1969 to 1981 and chairman and chief executive of Charterhouse until 1997. Director of The Royal Bank of Scotland from 1985 to 1993 and of GUS from 1993 to 2006 (chairman from 2000). Chairman of Trinity Mirror from 1999 to 2006. A member of the Financial Reporting Council from 2002 to 2007 and a member of the Council of Oxford University from 2000 to 2007. A senior adviser to the Texas Pacific Group and appointed by the Prime Minister as a Business ambassador. Chairs two charities, WellBeing of Women and UJS Hillel, as well as the Council of University College School. Aged 66

Wolfgang C G Berndt
Independent director

Wolfgang C G Berndt - Independent director
Member of the nomination committee and chairman of the remuneration committee

Joined the board in 2003. Joined Procter and Gamble in 1967 and held a number of senior and general management appointments in Europe, South America and North America, before retiring in 2001. A non-executive director of Cadbury, GfK AG and MIBA AG. Aged 66

Ewan Brown CBE FRSE
Senior independent director
(retiring at the AGM in 2009)

Ewan Brown CBE FRSE - Senior Independent director (retiring at the AGM in 2009)
Member of the audit and risk oversight committees

Joined the board in 1999 and was chairman of Lloyds TSB Scotland until May 2008. Joined Noble Grossart in 1969 and was an executive director of that company until December 2003. A non-executive director of Noble Grossart and Stagecoach Group, chairman of Creative Scotland 2009, senior governor of the Court of the University of St Andrews and vice chairman of the Edinburgh International Festival. A former chairman of tie and non-executive director of John Wood Group. Aged 66

Jan P du Plessis
Independent director

Jan P du Plessis - Independent director
Chairman of the audit committee and a member of the nomination and risk oversight committees

Joined the board in 2005. Chairman of British American Tobacco. Held a number of senior and general management appointments in Rembrandt Group from 1981, before joining Compagnie Financière Richemont as group finance director in 1988, a position he held until 2004. A non-executive director of Rio Tinto and Marks and Spencer Group. A former chairman of RHM from 2005 to 2007 and group finance director of Rothmans International from 1990 to 1995. Aged 55

Philip N Green
Independent director

Philip N Green - Independent director
Member of the audit and remuneration committees

Joined the board in May 2007. Appointed chief executive of United Utilities in 2006. Former chief executive of Royal P&O Nedlloyd from 2003 to 2005. Previously held senior positions in DHL from 1990 to 1999, becoming chief operating officer for Europe and Africa in 1994, and the Reuters Group from 1999 to 2003, becoming chief operating officer in 2001. A director of Business in the Community and the UK Commission for Employment and Skills. A trustee of the Philharmonia Orchestra. Aged 55

Sir Julian Horn-Smith
Independent director

Sir Julian Horn-Smith - Independent director
Member of the nomination, remuneration and risk oversight committees

Joined the board in 2005. Held a number of senior and general management appointments in Vodafone from 1984 to 2006 including a directorship of that company from 1996 and deputy chief executive officer from 2005. Previously held positions in Rediffusion from 1972 to 1978, Philips from 1978 to 1982 and Mars GB from 1982 to 1984. A non-executive director of Digicel Group, a member of the Altimo International advisory board and a senior adviser to UBS in relation to the global telecommunications sector. A former chairman of The Sage Group. Aged 60

Lord Leitch
Independent director

Lord Leitch - Independent director
Member of the audit, nomination and risk oversight committees

Joined the board in 2005. Appointed chairman of Scottish Widows in 2007. Held a number of senior and general management appointments in Allied Dunbar, Eagle Star and Threadneedle Asset Management before the merger of Zurich Group and British American Tobacco’s financial services businesses in 1998. Subsequently served as chairman and chief executive officer of Zurich Financial Services United Kingdom, Ireland, Southern Africa and Asia Pacific, until his retirement in 2004. Chairman of the Government’s Review of Skills (published in December 2006) and deputy chairman of the Commonwealth Education Fund. Chairman of BUPA and Intrinsic Financial Services and a non-executive director of Paternoster. Former chairman of the National Employment Panel. Aged 61

Sir David Manning GCMG CVO
Independent director

Sir David Manning GCMG CVO - Independent director
Member of the nomination, remuneration and risk oversight committees

Joined the board on 1 May 2008. Entered the Foreign and Commonwealth Office in 1972 and held senior appointments, including HM ambassador to Israel between 1995 and 1998, foreign policy adviser to the Prime Minister from 2001 to 2003 and HM ambassador to the USA from 2003 to 2007. A non-executive director of BG Group and Lockheed Martin UK Holdings. Aged 59

Carolyn J McCall OBE
Independent director

Carolyn J McCall OBE - Independent director
Member of the remuneration committee

Joined the board on 1 October 2008. Appointed group chief executive of Guardian Media Group in 2006 having joined that organisation in 1986 and held a number of senior and general management appointments before becoming a director in 2000. Chair of Opportunity Now and a director of Business in the Community. Aged 47

Martin A Scicluna
Independent director

Martin A Scicluna - Independent director
Member of the audit and risk oversight committees

Joined the board on 1 September 2008. Chairman of Deloitte UK from 1995 to 2007 and a member of the board from 1991 to 2007. Joined the firm in 1973 and was a partner from 1982 until he retired in 2008. A member of the board of directors of Deloitte Touche Tohmatsu from 1999 to 2007. A non‑executive director of Great Portland Estates. A member of the council of Leeds University and a governor of Berkhamsted School. Aged 58

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