RPS Annual Report 2007

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	Combined Code paragraph	Comment	Page
The Board should appoint one of the Independent Non-Executive Directors to be the Senior Independent Non-Executive Director.The Senior Independent Director should be available to shareholders if they have concerns which contact through the normal channels of Chairman, Chief Executive or Finance Director has failed to resolve and for which such contact is inappropriate.	A.3.3	Compliant	44
There should be a Nomination Committee.The Chairman or independent non-executive director should chair the committee unless it is dealing with the appointment of a successor to the Chairmanship. The Nomination Committee should make available its terms of reference.	A.4.1	Compliant	58-59
The Nomination Committee should evaluate the balance of skills, knowledge and experience on the Board and evaluate the role and capabilities required for a particular appointment.	A.4.2	Compliant	58-59
On appointment of a Chairman, the Nomination Committee should prepare a job specification. A Chairman’s other significant commitments should be disclosed to the Board before appointment and included in the Annual Report.	A.4.3	Compliant	58
The terms and conditions of appointment of Non-Executive Directors should be made available for inspection by any person at the Company’s registered office and at the AGM.	A.4.4	Compliant	58
The annual report should describe the work of the Nomination Committee, including processes it has used in relation to Board appointments.	A.4.6	Compliant	58-59
New Directors should receive a full, formal and tailored induction on joining the Board. Shareholders should be offered the opportunity to meet the new Non-Executive.	A.5.1	Compliant	37
All Directors should have access to independent professional advice. Committees should be provided with sufficient resources to undertake their duties.	A.5.2	Compliant	37
All Directors should have access to the advice and services of the Company Secretary, who is responsible to the Board for ensuring that Board procedures are complied with.	A.5.3	Compliant	37
The Board should state in the annual report how it evaluates performance of the Board, its committees and its individual Directors has been conducted.The Non-Executive Directors led by the Senior Independent Director should be responsible for performance evaluation of the Chairman.	A.6.1	Compliant	37
All Directors should be subject to election by shareholders at the first Annual General Meeting after their appointment, and to re-election thereafter at intervals of no more than three years. The names of Directors submitted for election or re-election should be accompanied by sufficient biographical details and any other relevant information.	A.7.1	Compliant	Notice of Meeting
The Non-Executive Directors should be appointed for specified terms subject to re-election. Any term beyond six years for a Non-Executive should be subject to particularly rigorous review, and take into account the need for progressive refreshing of the Board.	A.7.2	Compliant	37
Performance-related elements of remuneration should form a significant proportion of the total remuneration package of the Executive Directors.	B.1.1	Compliant	51
Share options should not be offered at a discount.	B.1.2	Compliant	53-54
Remuneration for Non-Executive Directors should reflect the time commitment and responsibilities of the role.	B.1.3	Compliant	55
The Remuneration Committee should consider what compensation commitments the Directors’ terms of appointment would entail in the event of early termination.	B.1.5	Compliant	55
Notice or contract periods of Executive Directors should be one year or less.	B.1.6	Compliant	55
A Remuneration Committee should be established with at least three Independent Non-Executives. The Remuneration Committee should have available its terms of reference.	B.2.1	Non- Compliant	88 51-52

** The Group currently has 3 Non-Executive Directors apart from the Chairman. No Executive Director sits on all of the 3 major committees (audit, remuneration and nomination). In addition the Chairman does not sit on either the audit or remuneration committees. As a result of this it is only practical for 2 Non-Executive Directors to sit on these committees.