Directors

The day-to-day running of Homeserve's business is delegated to an Executive Board:

• Brian Whitty, Executive Chairman
• Richard Harpin, Chief Executive
• Ian Carlisle
• Ian Chippendale
• Jon Florsheim
• Barry Gibson
• John Maxwell
• Jonathan Simpson-Dent
• Emma Thomas

The Board has adopted a formal process for reviewing its own effectiveness and that of its individual members. In addition, it continued to ensure that regular meetings of the non-executive directors were held without the executive directors, and at least once a year, without the Chairman present, in order to evaluate his performance. The evaluation process, which was facilitated by external advisers, was completed at the beginning of the year, comprising one-on-one meetings to discuss the existing and future needs of the Board, its composition and the skills of its members.

The results of the process were reviewed by the whole Board in April 2005 and a further review is planned to take place early in the 2006/7 financial year.

The Board

The Board of directors leads and controls the Company by holding at least nine meetings a year at which its current and forecast performance is reviewed and monitored. Regular reports on monthly performance and other matters of importance to the Group ensure that the Board is supplied in a timely manner with the information necessary to make informed judgments. In addition, the Board holds regular meetings to devise and discuss the Company's medium and long term strategic focus and management development strategy. Regular informal presentations are given and meetings held in order to apprise directors of issues of importance affecting the Group.

In accordance with the provisions of its Articles of Association and with the Code, each director is subject to election by the Company's shareholders at the Annual General Meeting immediately following his appointment and is subject to reelection at least every three years thereafter.

The Board has a Schedule of Matters specifically reserved to it for decision and has approved the written terms of reference of the various committees to which it has delegated its authority in certain matters. Matters reserved to the Board include the recommendation or approval of dividends, the approval of final and interim financial statements, major financial commitments, the acquisitions of significant companies or businesses, appointments to the Board and its committees, the Company's future strategy and its internal controls. It also provides that the Board receive regular updates from the chairmen of its committees.  During the year the Board was led by Brian Whitty, the Executive

Chairman, who also served as a member of the Board's Nomination Committee.

The Chairman's responsibilities are clearly defined in a written specification agreed by the Board and which makes clear the division of responsibilities between the Executive Chairman and the Chief Executive. They include the smooth running of the Board, effective communication between executive and non-executive directors and the general progress and long term development of the Group. His executive responsibilities include major strategic acquisitions, relations with shareholders and those relating to property, legal and governance matters.

The Board has established a formal procedure for directors wishing to seek independent legal and other professional advice and all members of the Board have access to the advice and services of the Company Secretary.