Corporate governance report
In keeping with our commitment to the highest standards of corporate governance, the Board supports the Financial Reporting Council’s 2010 UK Corporate Governance Code (UK Code)
What is the Board's composition?
The Group is led by a Board of three Executive and six Non‑Executive Directors, two of whom are women. Overall, the Board has an extremely wide range of international, management, governance, commercial and financial expertise which is particularly well suited to our operational requirements.
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Details of the members of the Board, their backgrounds and
experience are set out here. Further information about the
Board's activities during 2011, its governance structure and
Committees is set out here. The activities of the Board's
Committees are summarised here.
How did we assess Board effectiveness?
Following our 2010 external review of the Board's effectiveness, in 2011 the Board undertook more robust reviews of the Group's strategic plans and succession planning. An internal review of effectiveness was also carried out. The next external review is scheduled for 2013.
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The conclusions of the 2011 review and actions taken in relation
to the recommendations of the 2010 review are set out here.
How did we mitigate risks and uncertainties?
The Board has overall responsibility for our system of internal control and risk management which is implemented by Group management through mandatory policies and procedures. The system is overseen by the Executive Committee and is subject to audit by the Group Internal Audit function. The effectiveness of the system is kept under regular review by the Audit Committee.
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Further information about internal control, risk management and
the related financial process is set out here. For our
principle risks see here.
How did we communicate with our investors?
Communicating with shareholders was especially important in 2011. We undertook introductory meetings for shareholders with our new CFO and Executive Director Himanshu Raja, in addition to the normal programme of activities organised by Investor Relations for our Directors and other Executive Committee members. We also undertook to meet our larger shareholders to explain the actions we took in December 2011 to better position the business for 2012.
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Presentations from our meetings with investors are accessible at
www.logica.com/investors.
Compliance and Corporate Governance
The Company is premium listed on the London Stock Exchange and is also listed on the Amsterdam Stock Exchange. Accordingly, we comply with the listing requirements of the UK Listing Authority and the Authority for the Financial Markets (AFM) in the Netherlands. We believe that we have fully complied with the UK Corporate Governance Code (UK Code) throughout 2011 apart from in the limited circumstances described here, where an explanation has been provided.



