Directors report (page 2)

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Directors
The directors during the whole of the year were Gareth Rhys Williams, Alastair Hewgill, David Bell, John Potter and Will Wyatt. Nigel Moore became a director on 1 March 2004. Michael Harper was appointed a director on 14 June 2004 and became Chairman on 1 November 2004 when Alison Carnwath stood down at the end of October 2004. Alison Carnwath resigned as a director on 30 December 2004.

The remuneration of the directors is set out in the Remuneration Report.

Photographs and biographies of the current directors are set out on the Board of Directors page.

Directors’ shareholdings
The following table sets out the beneficial interests of those persons who were directors at the end of the financial year. The interests in the Company’s shares are shown as at 31 December 2004 and 1 January 2004 or subsequent date of appointment. Details of the directors’ other interests in the Company's shares are set out in the Remuneration Report

Directors’ shareholdings 31 December
2004
1 January 2004
or subsequent
date of
appointment
Chairman    
Michael Harper 15,000 -
Executive Directors    
Gareth Rhys Williams 27,705* 17,705*
Alastair Hewgill 15,651* 7,651*
Non-executive Directors    
David Bell - -
Nigel Moore 5,695 -
John Potter 3,000 3,000
Will Wyatt 675 675
  67,726 29,031

* Includes interests of 7,705 shares by Gareth Rhys Williams and 1,651 shares by Alastair Hewgill purchased in the market using funds supplied by the two directors and held by Mourant & Co Trustees Limited, the trustee used to hold shares in respect of awards made under the Deferred Bonus Plan.

Payments to suppliers
It continues to be the Group’s policy that the Company and individual subsidiary companies are responsible for negotiating terms and conditions under which suppliers operate. Once agreed, payments to suppliers are made in accordance with those terms and conditions, subject always to the supplier having complied with them. That policy will continue for the financial year ending 31 December 2005. For the financial year ended 31 December 2004 the Company paid its suppliers on average within 16 days (2003: 15 days) of date of invoice.

Committees of the Board
Details of the Audit Committee, the Nominations Committee and the Remuneration Committee are contained in the Corporate Governance section of this annual report and in the Remuneration Report.

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Information correct at 13/04/05