Imperial’s board supports high standards of corporate governance. A detailed Corporate Governance Statement can be found in our 2007 Annual Report and Accounts.

The board currently comprises an executive chairman, four other executive directors and three independent non-executive directors. The board meets on at least six occasions during the course of the year to review trading performance and budgets, funding, to set and monitor strategy, examine acquisition opportunities and report to shareholders.

The roles of chairman and chief executive are separate, following Peter Levine having stepped down as chief executive officer in May 2007, and the responsibilities of chairman and chief executive are independently defined. It is the chairman’s responsibility to ensure that the Board is provided with accurate, timely and clear information in relation to the group and its business.

Imperial complies with the provisions of the Combined Code, except for it does not have an equal number of non-executive and executive directors. The company currently has five executive directors, including the executive chairman, and three non-executive directors. The board is proposing to appoint a further non-executive director to the Board, in due course.

The board has appointed an Audit Committee, a Remuneration Committee and a Nomination Committee, each of which have defined terms of reference which are summarised below.

Audit Committee

The Audit Committee is chaired by Pierre Godec and its other members are Kenneth Forrest and
Rob Shepherd. The Audit Committee is responsible for a wide range of financial matters and meets at least three times a year. It monitors the controls that are in place to ensure the integrity of the financial information reported to shareholders. The Audit Committee also oversees the relationship with the external auditor, reviews the scope and results of audits and provides a forum for reporting by the group’s auditors.

The Audit Committee also focuses on compliance with legal requirements, accounting standards, the Listing Rules and the Disclosure and Transparency Rules, and ensures that an effective system of internal control and risk management systems are maintained. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports nevertheless remains with the board. The chairman and other executive directors attend meetings of the Audit Committee through invitation.

Remuneration Committee

The Remuneration Committee comprises the three non-executive directors, Pierre Godec, its chairman, Kenneth Forrest and Rob Shepherd. The Remuneration Committee, meets at least four times a year, considers remuneration policy and the employment terms and remuneration of the executive directors and senior management. The Remuneration Committee’s role is advisory in nature and makes recommendations to the board on the overall remuneration packages for executive directors in order to attract, retain and motivate high quality executives capable of achieving the group’s objectives.

The Remuneration Committee also reviews proposals for the introduction of share plans and other incentive plans, makes recommendations for the grant of awards under such plans as well as advising on the terms of employment of the executive directors. None of the directors participates in any discussion or votes on any proposal relating to his/her own remuneration. The board’s policy is to remunerate the group’s senior executives fairly and in such manner as to facilitate the recruitment, retention and motivation of suitably qualified personnel. The remuneration of the non-executive directors is determined by the chairman and the other executive directors outside the framework of the Remuneration Committee.

Nomination Committee

The Nomination Committee is chaired by Peter Levine and its other members are Kenneth Forrest, Pierre Godec and Rob Shepherd. It meets at least twice a year. The Nomination Committee considers the structure, size and composition of the board, retirements and appointments of additional and replacement directors, reviews succession plans for the directors and makes recommendations to the board on membership of the board, its committees and other matters within its remit.