Directors & Committees

DIRECTORS & COMMITTEES

Directors Responsibilities
The Company is controlled by the Board of Directors. The Board comprises three Executive and three Non-executive Directors. R.J. Steele, the Non-executive Chairman, is responsible for the running of the Board and L.F. Bryan, the Chief Executive, has executive responsibility for running the Company's business and implementing Group strategy.
Following the appointment of R.J. Steele as Non-executive Chairman on 30 April 2007, the Board has not appointed a Senior Non-executive Director. The Board believes that, for a Board of its size, there is sufficient opportunity for shareholders to raise any concerns they may have with the Non-executive Chairman, Chief Executive, Finance Director or the other two Non-executive Directors. The Board meets at least six times each year and has a formal schedule of matters reserved to it.
It is responsible for overall Group strategy; approval of major capital expenditure projects; approval of the annual and interim results; annual budgets; dividend policy; and Board structure.
It monitors the exposure to key business risks and reviews the strategic direction of all trading subsidiaries, their annual budgets, their performance in relation to those budgets and their capital expenditure.

Directors

Richard J. Steele, BCOM FCA CTA

Non-executive Chairman

Prior to being appointed chairman Dick Steele was the Senior Non-executive director and is a Chartered Accountant and a Member of the Institute of Taxation. He has spent ten years as Group Finance Director of listed companies. He is also chairman of Delamere Dairy and Country Baskets. He is a member of the Audit, Remuneration and Nomination Committees.

Lawrence F. Bryan, BA

Chief Executive

Lawrence Bryan is the Group’s Chief Executive and President of Portmeirion USA. He first joined the Group in 1991, as Vice President, Sales of Portmeirion USA, leaving in 1994. He re-joined the Group in 1997 as President of Portmeirion USA, became a Director on 1st January 2000 and was promoted to Chief Executive on 15th August 2001. His career in the glass, ceramics and gift industry is extensive. He has previously held the positions of Vice President, Sales of Waterford Wedgwood USA, President, Waterford Wedgwood USA Retail and President of International China Company. He is a Fellow of the Royal Society of Arts. He is a member of the Nomination Committee.

Michael Haynes, MCIM

Group Sales & Marketing Director

Michael Haynes is Group Sales & Marketing Director, he joined the Group in 2004 and was appointed to the Board 1^st January 2007. In addition to sales and marketing he is also responsible for all outsourced products. He has over 40 years experience in this field, 33 of these being in the tableware and housewares business. He was an international market consultant for 20 years and helped many companies increase their export sales.

Brett W.J. Phillips, BSc ACA

Group Finance Director

Brett Phillips is Group Finance Director. He joined the Group in 1988 and became a Director in September 1988. He qualified as a Chartered Accountant in 1982. He is responsible for all aspects of financial control, information systems, and management reporting; human resources; intellectual property; legal and company secretarial matters. He represents the Group on all subsidiary boards, and on the board of Furlong Mills Limited.

Barbara Thomas Judge, BA JD

Non-executive Director

Lady Judge is a lawyer, international banker and entrepreneur. She is Chairman of the UK Atomic Energy Authority. Formerly she was the Deputy Chairman of Friend’s Provident plc, Chairman of the School of Oriental and African Studies, a commissioner of the United States Securities and Exchange Commission and an Executive Director of News International and Samuel Montagu plc. She is a member of the Audit, Remuneration and Nomination Committees.

Janis Kong, BSc OBE

Non-executive Director

Janis Kong is a Non-Executive Director of Kingfisher PLC, Visit Britain, Network Rail, and Chairman of the board of trustees of Forum for the Future. She was previously a Non-Executive Director of the Royal Bank of Scotland Group PLC and is a former Executive Chairman of Heathrow Airport Limited, former Chairman of Heathrow Express Limited and a former member of the BAA plc Board. She holds an honorary Doctorate with the Open University and has received an OBE. She is a member of the Audit, Remuneration and Nomination Committees.

Committees

Audit Committee
Richard J Steele (Chairman)
Barbara Thomas Judge
Janis Kong

The Board considers it appropriate that R.J. Steele with his experience and expertise in this area chairs this committee. The Audit Committee meets at least twice each year. It considers any matter relating to the financial affairs of the Group and to the Group's external audit that it determines to be desirable. In particular the Committee overviews the monitoring of the adequacy of the Group's internal controls, accounting policies and financial reporting and provides a forum through which the Group's external auditors report to the Non-executive Directors.

Remuneration Committee
Richard J Steele (Chairman)
Barbara Thomas Judge
Janis Kong

The Remuneration Committee is responsible for making recommendations to the Board in relation to all aspects of remuneration for Executive Directors. In framing its policy the Remuneration Committee takes into account any factors which it deems necessary, including industry standard executive remuneration, differentials between executive and employee remuneration and differentials between executives. The remuneration of the Non-executive Directors is determined by the Executive Directors.

Nomination Committee
Richard J Steele (Chairman)
Lawrence F Bryan
Barbara Thomas Judge
Janis Kong

The Nomination Committee makes recommendations to the Board on all new Board appointments. It meets at least once a year and also considers the re-election of Directors retiring by rotation. The Company's Articles of Association stipulate that each director shall retire from office and be eligible for reappointment at the third annual general meeting after the general meeting at which they were appointed or last reappointed. The Articles of Association do not exempt any Directors from retirement by rotation.


Portmeirion Group PLC Registered in England No. 124842 REGISTERED OFFICE Portmeirion Group PLC London Road Stoke-on-Trent Staffordshire England ST4 7QQ