The Directors’ biographies (which are set out under "About us/Board"), demonstrate a range of business backgrounds and international experience.

The composition of the Board is balanced, with a non-executive Chairman, four non-executive Directors and three executive Directors. The Board has determined that, leaving aside the Chairman, each non-executive Director is independent. Waldemar Schmidt is the Senior Independent Director.

The Board has agreed a written statement setting out the division of the responsibilities between the Chairman and the Chief Executive Officer. Broadly, the Chairman is responsible for the running of the Board and the Chief Executive Officer is responsible for the management of the Group’s business and operations.

The Board’s policy is that its Chief Executive Officer should not become Chairman of the Company.

Appointment and re-election

All non-executive Directors, including the Chairman, have been appointed for a term of three years. In the case of Peter Brooks and Waldemar Schmidt, they were appointed for an initial term of five years and their appointments have been extended in each case for a further period of three years.

All Directors are subject to election by shareholders at the first opportunity after their appointment, and to re-election thereafter by rotation at least every three years in accordance with the Company’s Articles of Association. The names of the Directors submitted for re-election, and reasons why the Board believes they should be re-elected, are disclosed in the Company's Annual Report.

Board procedures and support

T he Board considers, as confirmed by the performance evaluation referred to below, that it provides effective leadership and control of the Group. Matters reserved for approval by the Board include:

• approval of annual budget;
• approval of annual three year Long Range Plan;
• setting Group strategy;
• monitoring performance against budget;
• approval of acquisitions and disposals;
• approval of major capital projects;
• Board appointments; and
• dividend recommendation.

The Board maintains a dialogue as and when necessary between formal meetings. Briefing papers are circulated in advance of all meetings. Any newly appointed Directors will receive a full, formal and tailored induction programme. A formal procedure is in place to enable Directors, in the furtherance of their duties, to take independent professional advice, if necessary, under the guidance of the Company Secretary and at the Company’s expense. Should a Director have any concerns about a particular issue, such concerns will be recorded in the minutes of the relevant Board meeting. Furthermore, should he choose to resign over such a matter, the concerns would be formally communicated to the other Directors through the Chairman. All Directors are expected to keep themselves regularly up to date with developments relevant to their role. Periodic visits to operating locations and facilities are expected and during the year, non-executive members of the Board visited several Group sites and relevant trade shows. Directors also receive appropriate UK and US journals and investor materials and have full and timely access to relevant information and the advice and services of the Company Secretary. The non-executive Directors met without executive Directors present on a number of occasions during the period.

Board performance evaluation

An evaluation of the performance of the Board and each Director including the Chairman was carried out by Robert Eimers the Executive Vice President - Global Human Resources after the end of FY07. This was the fifth year such an evaluation had been undertaken but was carried out by Mr Eimers to ensure a fresh view of progress and to take advantage of his particular skills and experience in evaluations. Interviews were conducted by Mr Eimers with each other Director regarding the performance of the Board and of each Director. The Board had again considered whether outside assistance should be sought but remained of the firm view that it would have been innapropriate and potentially disruptive to involve an outside third party in the exercise. The outcome of the evaluation was discussed by the Board at its November 2007 meeting. The Board concluded that the evaluation exercise had confirmed that the Directors had the appropriate range of skills and experience and constituted an effective and unified Board. The overall conclusion was that the right approach was to continue to seek, as the Board does, ways to develop the level of Board performance by building on current practices.

An evaluation of the performance of the Chairman conducted by Mr Eimers was effected by interviews with each Director using a questionnaire designed to explore subjects such as management of Board meetings (identification of correct topics, enough time for discussion), quality of papers for meetings, effective review of financial performance, quality of presentations, establishment of appropriate structures to ensure proper oversight of significant corporate actions, receipt of relevant additional materials (analysts' reports, industry data) to monitor Company performance and communication of Board goals to the CEO. The conclusion was that the Chairman continues to manage the Board's affairs effectively and competently.

Relationships with major shareholders and understanding their views

There is an agreed allocation of responsibilities for regular executive Director and senior executives’ communication with institutional investors and analysts. The Chief Executive Officer, Chief Financial Officer and other senior corporate executives have made a number of structured presentations to major shareholders following results’ announcements. Feedback from these presentations is reported to other members of the Board. Quarterly analyses of shareholders are prepared by the Company’s brokers and distributed to the Board.

The Board believes the Company’s communications with shareholders are satisfactory. The Chairman and the Senior Independent Director continue to be available to shareholders at any time, in the event of their wishing to discuss any matters regarding the Company.

Principal communication with private shareholders is through the provision of the Annual Report and Accounts and the Interim Results. Also, the Annual General Meeting provides an opportunity for private shareholders to question the Board and discuss issues with executive management after the meeting. The Group’s website (www.enodis.com) contains financial and other information and is regularly updated