The directors are committed to maintaining the highest standards of corporate governance. This statement sets out how the principles outlined in the 2006 Financial Reporting Council Combined Code on Corporate Governance (the "Code") have been applied by the Group.

The Board is responsible for the overall leadership and control of the Group. There is a formal schedule of matters reserved for the Board. This includes approval of Group strategic plans, annual budgets, financial statements, significant capital expenditure items, major acquisitions and disposals, changes to capital structure, Board appointments, review of the Group’s corporate governance arrangements and system of internal control.

The roles of Chairman and Chief Executive are separate with a clear division of responsibility between them. The Board delegates responsibility for the management of the Group through the Chief Executive to executive management. The Board also delegates some of its responsibilities to Board Committees, details of which are set out below.

Individual directors may seek independent professional advice at the Company’s expense, where they judge it necessary to discharge their responsibilities as directors. The Group has a policy in place which indemnifies the directors in respect of legal action taken against them.

The Board comprises eleven directors, four executive and seven non-executive directors (including the Chairman).

It is Board policy that at least half the Board, excluding the Chairman, shall consist of independent non-executive directors (as defined by the Code). Currently all the non-executive directors are considered to be independent.

All of the directors bring independent judgement to bear on issues of strategy, performance and standards. The Board considers that between them, the directors bring a range of skills, knowledge and experience necessary to lead the Group.

Tony O’Brien has been Chairman of the Group since January 2002. The Chairman is responsible for the efficient and effective working of the Board. He is responsible for ensuring that the Board considers the key strategic issues facing the Group and that the directors receive accurate, timely, relevant and clear information. He also ensures that there is effective communication with shareholders.

The Board has appointed Philip Lynch as the Senior Independent Director. He is available to shareholders who have concerns, for which contact through the normal channels of Chairman, Chief Executive or Finance Director, has failed to resolve or for which such contact is inappropriate. He is also available to meet major shareholders on request.

The appointment and removal of the Company Secretary is a matter for the Board. All directors have access to the Company Secretary who is responsible to the Board for ensuring that Board procedures are complied with.

The non-executive directors are engaged under the terms of a letter of appointment. Other than Tony O’Brien, each appointment is for an initial period of three years with each non-executive director normally expected to serve two three-year terms. The term of Tony O’Brien’s contract is not fixed but is terminable by the Company on twelve months’ notice. A copy of the standard letter of appointment is available on request from the Company Secretary.

At least one-third of directors must retire at each annual general meeting and all directors must submit themselves for re-election at least every three years. Directors appointed by the Board must submit themselves for election at the first annual general meeting following their appointment.

All new directors are provided with extensive briefing materials on the Group’s operations, management and governance structure. These include visits to Group businesses and briefings with senior management as appropriate. Ongoing briefings are also provided to all directors as required.

It is Board policy to meet not less than six times a year. The Board will also meet at other times as it considers appropriate.

The Board makes at least one visit a year to one of the operating subsidiaries and the visit incorporates a scheduled Board meeting. In addition the Board spends one day a year reviewing the Group's strategy. During the year under review there were six full meetings of the Board, excluding the strategy meeting. Details of directors’ attendance at these meetings are set out in the table on page 35. In addition, at least one meeting a year consists of non-executive directors and the Chairman meeting without the executive directors present, and a further one meeting a year consists of the Senior Independent Director and the other non-executive directors meeting without the Chairman being present.

The Chairman sets the agenda for each meeting in consultation with the Chief Executive and Company Secretary. The agenda and Board papers, which provide the directors with relevant information to enable them fully consider the agenda items in advance, are circulated prior to each meeting. Directors are encouraged to participate in debate and constructive challenge.

The Board periodically reviews and appraises its own performance.

The Chairman conducts an annual review of corporate governance and the operation and performance of the Board and its Committees. He also conducts one to one discussions each year with each director to assess his/her individual performance.

The Senior Independent Director and the other non-executive directors review the Chairman’s performance each year.

Details of remuneration paid to directors (executive and non-executive) are set out in the annual report

Details of directors’ shareholdings are set out in the annual report. The Group has a policy on dealing in shares that applies to all directors and senior management. This policy adopts the terms of the Model Code as set out in the Listing Rules published by the UK Listing Authority and the Irish Stock Exchange.

The Group attaches considerable importance to shareholder communication and has an established investor relations programme.

There has been regular dialogue with institutional investors and presentations at the time of the release of the preliminary and interim results announcements. Results announcements are sent out promptly to shareholders. Trading Statements are issued in August and February prior to each period end. The Board is briefed regularly on the views and concerns of institutional shareholders.

The Group’s website www.candcgroupplc.com provides the full text of the annual report and financial statements and the interim report. News releases are also made available immediately after release to the Stock Exchange.