HomeServe complied throughout the year with the provisions set out in the Combined Code published by the UK Financial Reporting Council in 2003 as updated in June 2006 (the ‘Code').

The manner in which the Company applies the principles of good governance contained in the Code is described in the appropriate parts of this Annual Report and Accounts. Thus the application by the Company of the Code's principles relating to remuneration matters in the Remuneration report should be read in conjunction with the statement below. A review of the Group's position and prospects is set out in the Chairman's statement, the Chief Executive's review and the Financial review.

The Board

The Board of Directors leads and controls the Company by holding at least eight 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 judgements. In addition, the Board holds regular meetings at least annually, also attended by senior operational management, to devise and discuss the Company's medium- and long-term strategic focus and management development strategy. Regular formal and informal presentations are given and meetings held in order to apprise Directors of issues of importance affecting the Group. Occasionally, meetings of the Board are held at the Company's operating sites other than Walsall, in order to afford the Board, particularly the Non-Executive Directors, with the opportunity to meet with local management.

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 re-election 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 preliminary and interim financial statements, major financial commitments, the acquisitions of significant companies or businesses, appointments to the Board and its Audit, Remuneration and Nomination 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 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 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 overall responsibility for Emergency Services following the departure of Ian Carlisle.

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.

The day-to-day running of HomeServe's business is delegated to an Executive Committee which is led by Richard Harpin, Chief Executive. Other members of the Executive Committee, together with biographical details, are listed here.

During the year, four independent Non-Executive Directors (Messrs Maxwell, Chippendale, Gibson and Sibbald) with extensive business, finance and marketing backgrounds, provided the Board with a breadth of experience and with independent judgement. John Maxwell served as the Company's senior independent Non-Executive Director until 27 February 2009 when he was replaced by Barry Gibson. Mark Morris was appointed as an independent Non-Executive Director and Chairman of the Audit Committee on 27 February 2009.