6.8 Annex Cadbury Code 1992

- should meet regularly;

- should not have one person with too much power; if the chairman and chief executive are the same person, there should be a strong contingent of non-executive directors;

should have a formal list of matters to be decided by the whole board;

should have an arrangement whereby directors can obtain external advice independently, but at the expense of the company.

should express an independent view about strategy, results, appointments and company conduct rules;

should be independent from the executive directors and must not have a business relationship with the company, other than their remuneration as outside director;

should be appointed by a formal procedure for a fixed term and should not be automatically reappointed.

no contract for a fixed term of longer than 3 years without the permission of the meeting of shareholders;

transparency about the total emoluments for all directors and individually for the chairman; the highest paid person should be mentioned explicitly and there should be information about salary, bonus and bonus systems;

a remunerations committee that determines the remuneration of the directors.

there should be an arm's length relationship with the auditor;

the audit committee should consist of at least 3 non-executive directors and should have written regulations;

a confirmation that directors are responsible for the accounts and separately a confirmation about the responsibility of the auditor;

reporting about the results of the internal audit;

reporting about the enterprise as a going concern.