Senior Independent Director's Report Report on the Corporate…

Senior Independent Director's Report


Report on the Corporate Governance of the Company by the Senior Independent Non-Executive Director
On 15 May 2007, Mr Rigby, who had until that time been the Company's Chief Executive for three years, was appointed as Chairman.
When this appointment was announced on 14 March 2007, it was also announced that the Board had resolved to make certain governance and
reporting changes, including the provision as part of the Annual Report of this report from me as the Senior Independent Non-Executive Director.
The Company is committed to the principles of corporate governance contained in the Combined Code on Corporate Governance that was
issued in 2006 by the Financial Reporting Council (the Code) for which the Board is accountable to shareholders. Throughout the year ended
31 December 2007 the Company was in compliance with all the Code provisions set out in Section 1 of the Code except for Code Provision A.2.2.
This is because on appointment the Chairman did not meet the independence criteria prescribed by the Code since immediately prior to his
appointment, he had been Chief Executive.
In accordance with the Code, the Company's six largest shareholders were consulted as to the proposal that Peter Rigby be made Chairman prior
to the appointment being made. In reaching its decision as to the appointment of Mr Rigby as Chairman, the Board considered in particular
the complexity of the Group's global operations, the need for management stability at the top of the Group following three years of fundamental
changes, and the long-term partnership and proven complementary leadership provided by Peter Rigby and David Gilbertson since 1998.
Together this report and the Directors' Remuneration Report, explain how the Company has applied the principles and supporting principles
of Good Governance set out in Section 1 of the Code.


The Board
The Group is controlled through its Board of Directors. The Board's main roles are to create value for shareholders, to provide leadership of the
Group, to approve the Group's strategic objectives and to ensure that the necessary financial and other resources are made available to enable
those objectives to be met.
A schedule which sets out the matters reserved for the Board's approval is reviewed and updated annually. The specific responsibilities reserved
for the Board include: approving the Group's long-term objectives and commercial strategy; approving the Group's annual operating and capital
expenditure budgets; reviewing operational and financial performance; approving major acquisitions, disposals and capital projects; reviewing
the Group's systems of internal controls and risk management; reviewing the environmental, health and safety policies of the Group; approving
appointments to and removals from the Board and of the Company Secretary; and approving policies relating to Directors' remuneration.
The Board has delegated the following activities to the Executive Directors: the development and recommendation of strategic plans for
consideration by the Board that reflect the longer-term objectives and priorities established by the Board; implementation of the strategies and
policies of the Group as determined by the Board; monitoring of the operating and financial results against plans and budgets; monitoring the
performance of acquisitions and investments against plans and objectives; prioritising the allocation of capital, technical and human resources
and developing and implementing risk management systems.




54 · Informa plc Annual Report and Financial Statements 2007
Senior Independent Director's Report continued


The Roles of the Chairman, Chief Executive and Senior Independent Director
The division of responsibilities between the Chairman of the Board, the Chief Executive and the Senior Independent Director is clearly defined.
The Chairman leads the Board and is responsible for organising the business of the Board, setting its agenda and ensuring its effectiveness.
The Chairman is also responsible for ensuring that Directors receive accurate, timely and clear information and for effective communication
with shareholders. The Chairman facilitates the effective contribution of Non-Executive Directors and constructive relations between the
Executive and Non-Executive Directors.
The Chairman also has executive responsibilities, particularly with regard to non-UK operations. Certain functions such as the provision of
internal leadership, formulation of strategy, major corporate investment matters and the overall leadership of the Group are divided between the
Chairman and the Chief Executive.
The Chief Executive has direct charge of the Group on a day-to-day basis and is accountable to the Board for its operational and financial
performance. The Chief Executive is also primarily responsible for implementation of the Company's strategy including ensuring the achievement
of the Group's budgets and optimising the Group's resources. He also has primary responsibility for managing the Group's risk profile,
identifying and executing new business opportunities and for management development and remuneration.
I have been the Senior Independent Director since 10 March 2005. On 15 May 2007, as a result of the appointment of Peter Rigby as
Chairman, the status and scope of this role has been considerably expanded.
I hold separate review meetings with each of the Chairman and the Chief Executive at least quarterly. I am also consulted by the Chairman on a
number of major strategic and governance matters including:
· significant issues raised by major shareholders;
· setting the board agenda;
· ensuring constructive relations between the executive and non-executive directors;
· board evaluation; and
· promotion of high standards of corporate governance.
I also chair each of the Audit Committee, the Risk Committee and the Nominations Committee, as well as being a member of the Remuneration
Committee. I am also available to meet shareholders on request and to ensure that the Board is aware of any shareholder concerns not resolved
through existing mechanisms for investor communication.


Directors and Directors' Independence
As of 31 December 2007 the Board comprised four independent Non-Executive Directors and three Executive Directors, one of whom is the
Chairman. In addition, in November 2007, Brendan O'Neill was appointed as a fifth independent Non-Executive Director; his term of office
commenced on 1 January 2008. The names of the Directors, together with their brief biographical details, are given on pages 45 and 46.
The periods served by each Director during 2007 are set out on page 48.
The Board includes independent Non-Executive Directors who constructively challenge and help develop proposals on strategy and bring strong,
independent judgement, knowledge and experience to the Board's deliberations. The independent Directors are of sufficient calibre and number
that their views carry significant weight in the Board's decision-making process.
The Board considers all of its Non-Executive Directors to be independent in character and judgement. The Board has considered the
independence of Mr S Watson with particular care in view of his position as a partner at the law firm of CMS Cameron McKenna, one of several
legal advisers used by the Company. The Board does not consider the relationship between the Group and the law firm to be of a material nature
given that the transaction values between the two entities have not exceeded 1% of their respective total revenues during each of the three years
ended 31 December 2007. In addition, Mr Watson does not lead any transaction or have any active role in any work undertaken by the law firm
on behalf of the Company.
There is an agreed procedure in place for the Directors to obtain independent professional advice, at the Group's expense, should they consider it
necessary to do so in order to carry out their responsibilities.
The only significant other professional commitment of the Chairman, Mr P Rigby is his position as Non-Executive Chairman of Electric Word plc.




                                                                                               Informa plc Annual Report and Financial Statements 2007 · 55
Senior Independent Director's Report continued


Professional Development
On appointment the Directors receive relevant information about the Group, the role of the Board and the matters reserved for its decision,
the terms of reference and membership of the principal Board committees and the powers delegated to those committees, the Group's corporate
governance policies and procedures and the latest financial information about the Group. This is supplemented by visits to key locations and
meetings with key senior executives. On appointment Directors are also advised of their legal and other duties and obligations as a Director of
a listed company.
Throughout their period in office, the Directors are continually updated on the Group's business and the environment in which it operates,
by written briefings and by meetings with senior executives, who are invited to attend and present at Board meetings from time to time.
They are also updated on any changes to the legal and governance requirements of the Group and which affect themselves as Directors and are
able to obtain training, at the Group's expense, to ensure they are kept up to date on relevant new legislation and changing commercial risks.


Performance Evaluation
The Board utilises a formal and rigorous process, led by the Chairman, for the annual evaluation of the performance of the Board, its principal
committees and individual Directors, with particular attention to those who are due for re-appointment. On appointment the Directors are made
aware that their performance will be subject to evaluation.
For 2007 the evaluation was performed by the Chairman who conducted a series of focused interviews with each member of the Board in his or
her capacity as a Director and, where applicable, as a member or Chairman of a principal committee. The findings and recommendations of the
review were presented to the Board as a whole, with a view to implementing any recommendations made to improve the overall effectiveness of
the Board during 2008. The Non-Executive Directors, led by me as the Senior Independent Director, also met without the Chairman present to
conduct an evaluation of the Chairman's performance.
At the end of 2008 the Board proposes to commission an outside consultancy to carry out the Board evaluation working with the Chairman and
Senior Independent Director. This will specifically include consulting some major shareholders about any concerns they may have with the
structure of the Board that has been in place since 15 May 2007 and its composition.


Re-election
All of the Company's Directors are subject to annual re-election at the AGM.


The Company Secretary
The Company Secretary is responsible for advising the Board through the Chairman on all governance matters and all Directors have access to
the advice and services of the Company Secretary.


Information
Regular reports and papers are circulated to the Directors in a timely manner in preparation for Board and Committee meetings. These papers are
supplemented by any information specifically requested by the Directors from time to time.
The Non-Executive Directors receive monthly management reports from the Chief Executive and the Finance Director which enable them to
scrutinise the Group's and management's performance against agreed objectives.


Relations with Shareholders
Each of Peter Rigby as Chairman and myself as Senior Independent Director provides the Board with feedback on any issues raised with us
by shareholders.
The Executive Directors have frequent discussions with institutional shareholders on a range of issues affecting the Group's performance.
These include meetings with the Group's largest institutional shareholders on an individual basis following the announcement of the Group's
interim and annual results. In addition, the Group responds to individual ad hoc requests for discussions from institutional shareholders.
Following meetings held with shareholders after the interim and annual results announcements, the Board is provided with feedback from
each of the Chief Executive, the Group's brokers and its public relations advisers on investor perceptions. External analysts' reports on the
Group are also circulated to all Directors, as are monthly reports of significant changes in the holdings of larger investors.
The Annual General Meeting (AGM), for which at least 20 working days' notice is given and where shareholders are invited to ask questions
during the meeting and are able to meet with the Directors after the meeting, is normally attended by all the Directors. The number of proxy
votes for, against or withheld in respect of each resolution is disclosed at the AGM and a separate resolution is proposed for each item.
The Group's corporate website at www.informa.com contains a wide range of information of interest to both institutional and private investors,
including any announcements made by the Company to the Financial Services Authority as well as video recordings of the interim and annual
presentations made to analysts.


56 · Informa plc Annual Report and Financial Statements 2007
Senior Independent Director's Report continued


Internal Control and Risk Management
The Board is responsible for the Group's system of internal control and for reviewing its effectiveness. Such a system is designed to manage rather
than eliminate the risk of failure to achieve business objectives and can only provide reasonable, and not absolute, assurance against material
misstatement or loss.
The Board has an ongoing process for identifying, evaluating and managing the significant risks faced by the Group. In accordance with the
Code, the Board regularly reviews this process, which has been in place from 1 January 2007 to the date of approval of this Annual Report.
The Board regularly reviews the effectiveness of the Group's system of financial and non-financial internal controls, including operational
and compliance controls, risk management and the Group's high-level internal control arrangements.
The Board's monitoring is based principally on reviewing reports from management to consider whether significant risks have been
identified, evaluated, managed and controlled and whether any significant weaknesses are promptly remedied and indicate a need for
more extensive monitoring.
In addition, the Board performs a formal risk assessment, which is embedded through the annual planning cycle into the operations of the
Group. Each operating unit prepares a business plan, which sets out detailed objectives, which are submitted to Executive management and the
Board for approval. As an integral part of the plan, each operating unit considers the significant risks to its business and to the achievement of
the proposed plan.
Risk is measured in terms of impact, inherent risk and residual risk, and takes account of management's control actions in mitigating against both
external and internal risk events.
The risk model consolidates unique risk events and aggregated risk categories at both a business unit level and group-wide, and the results are
presented to the Risk Committee (a sub-committee of the Audit Committee) which I also chair, and the Audit Committee for discussion and
review, and assists in the allocation of Internal Audit (previously known as Group Internal Control) resource to provide assurance on significant
risks in its annual plan.
The Audit Committee assists the Board in discharging its review responsibilities. Internal Audit prepares a report for each committee meeting
held, providing an update on current projects being undertaken, the results of reviews completed since the prior meeting and the status of all
recommendations arising from prior reviews.


Board Meetings and Committees
The number of scheduled Board meetings and committee meetings attended as a member by each Director during the year was as follows:

                                   Scheduled Board            Nomination Committee           Remuneration Committee                        Audit Committee
                                     meetings (of 8)                 meetings (of 3)                  meetings (of 3)                        meetings (of 3)

R Hooper*                                         1                               1                                 1                                     ­
P Rigby                                           8                               3                                 ­                                     ­
D Gilbertson                                      8                               ­                                 ­                                     ­
A Foye                                            8                               ­                                 ­                                     ­
D Mapp                                            8                               3                                 3                                     3
S Watson                                          7                               3                                 3                                     3
P Kirby                                           8                               3                                 3                                     ­
J Davis                                           6                               3                                 ­                                     2

*
    Mr Hooper ceased to be Director on 15 May 2007.


Nomination Committee
The Company has established a Nomination Committee whose terms of reference, which were updated by the Board in October 2005,
are available on the Company's website.
The membership of the Nomination Committee throughout 2007 comprised the Chairman and the Non-Executive Directors.
The Nomination Committee considers the mix of skills and experience that the Board requires and seeks the appointment of Directors who
meet those requirements to ensure that the Board is effective in discharging its responsibilities.
The Nomination Committee met three times during 2007, for the purposes of: (1) following the outcome of the consultation process with
the six largest shareholders in relation to the proposal to appoint Mr Rigby as Chairman and Mr Gilbertson as Chief Executive, to make final
decisions concerning those two appointments; (2) in relation to the decision to appoint Adam Walker as Finance Director; and (3) as to the
appointment of Brendan O'Neill as Non-Executive Director.




                                                                                                Informa plc Annual Report and Financial Statements 2007 · 57
Senior Independent Director's Report continued


Remuneration Committee
The membership of the Remuneration Committee is set out on page 60 in the Directors' Remuneration Report. The Committee's terms of
reference, which were updated by the Board in October 2005, are available on the Group website. The Committee's principal responsibilities are to:
· set, review and recommend to the Board for approval the remuneration policy and strategy with respect to the Executive Directors;
· set, review and approve the individual remuneration packages of the Executive Directors including terms and conditions of employment and
  any changes to the packages; and
· approve the introduction and rules of any Group share-based incentive schemes.


Audit Committee
The membership of the Audit Committee throughout 2007 comprised me, Derek Mapp, as Chairman of the Committee, Mr Watson and
Mr Davis. It met three times during 2007.
The Audit Committee has at least one member possessing recent and relevant experience, as described in the Smith Report appended to the
Code. I have extensive experience of audit committee procedures, and Mr Davis is a qualified chartered accountant and the Chief Financial
Officer of Yell Group plc, a FTSE 100 company.
The Audit Committee monitors the integrity of the Group's financial statements and any formal announcements relating to the Group's
performance. The Committee is responsible for monitoring the effectiveness of the external audit process and making recommendations
to the Board in relation to the appointment, re-appointment and remuneration of the external auditors. It is responsible for ensuring that
an appropriate relationship between the Group and the external auditors is maintained, including reviewing non-audit services and fees.
The Committee also reviews annually the Group's system of internal controls and the process for monitoring and evaluating the risks faced
by the Group. It reviews the effectiveness of the Group Internal Audit function (which includes business risk management) and is responsible
for approving, upon the recommendation of the Chief Executive, the appointment and termination of the head of that function.
These responsibilities are principally carried out through the Risk Committee, which is a sub-committee of the Audit Committee.
The Committee meets as appropriate with the Executive Directors and management, as well as privately with both the external and internal auditors.
In 2007 the Committee discharged its responsibilities primarily by:
· reviewing the Group's draft preliminary and interim results statements prior to Board approval and reviewing the external auditors' detailed
  reports thereon;
· reviewing the Group's pre-close period updates prior to their release;
· reviewing the appropriateness of the Group's accounting policies;
· reviewing regularly the impact on the Group's financial statements of matters such as the adoption of International Financial Reporting Standards;
· recommending to the full Board, which adopted the recommendation, the reappointment of Deloitte & Touche LLP as the Group's external auditors;
· reviewing and approving the audit fee and reviewing non-audit fees payable to the Group's external auditors;
· reviewing the external auditors' plan for the audit of the Group's accounts, which included key areas of scope of work; key risks on the
  accounts; confirmations of auditor independence and the proposed audit fee and approving the terms of engagement for the audit;
· reviewing the Group's system of controls and its effectiveness;
· reviewing the Group's systems to identify and manage risks (including regular consultation with the Head of Internal Audit);
· reviewing the ongoing reports from Business Risk Management; and
· reviewing post-acquisition reports on integration and performance of significant recent acquisitions compared to plans.
The Audit Committee also monitors the Group's whistleblowing procedures to ensure that appropriate arrangements are in place for employees to
be able to raise matters of possible impropriety in confidence, with suitable subsequent follow-up action.
The Committee also undertakes a thorough performance evaluation which is led by me as Chairman of the Committee.
The Audit Committee's terms of reference, which were updated by the Board in October 2005, are available on the Company's website.




58 · Informa plc Annual Report and Financial Statements 2007
Senior Independent Director's Report continued


Auditor Independence and Objectivity
The Audit Committee regularly monitors the scope of the services and the non-audit services being provided to the Group by its external auditors
to review the independence and objectivity of the external auditors, taking into consideration the relevant professional and regulatory
requirements, so that these are not impaired by the provision of permissible non-audit services. Any activities that may be perceived to be in
conflict with the role of the external auditors must be submitted to the Committee for approval prior to engagement.


Corporate Responsibility (CR)
Mr Keith Brownlie is the senior executive with day to day responsibility for Corporate Responsibility. He served in this capacity throughout
2007. Management of the Group's CR priorities is led by a CR committee which is chaired by the Informa Chairman, Peter Rigby. Meetings
are minuted and information fed through to other senior level committees when appropriate. In 2007, initiatives considered include Informa's
environmental performance, community activities, best practice for suppliers and ethical guidance for journalists.
The Group also receives input from a number of external parties. During 2007 it received presentations from Cranfield Business School,
Plan UK, GcapMedia and the Carbon Neutral Company.
CR priorities have been decided upon using a diverse range of stakeholder insights including:
· In-house expertise from colleagues who provide products and services in the social, environmental or business ethics fields;
· Institutional Investor feedback and insights;
· Our annual staff survey and perennial staff communications;
· Feedback and questions from our institutional customers;
· Dialogue with Trade Unions and NGOs;
· Our Membership of Corporate Responsibility networks such as the MediaCSRForum (www.mediacsrforum.org); and
· Advice from our retained CR advisers.


We can therefore summarise the areas we consider most important to be as follows:
Maintaining trust and integrity in our product range
Many of our customers demonstrate unrivalled loyalty and depend on the information we provide to them. It is our responsibility not to
break this trust at any cost, for example by the provision of inappropriate, misleading or sub-standard products and services or the misuse of
their information.
Providing a rewarding, fair and inspiring workplace for our staff
The quality of our people is the single greatest advantage we have. We are rich in intellectual capital - our responsibility is to provide a
transparent and unbiased meritocracy and invest in human resource tools and techniques to support this.
Maintaining and improving customer service levels
It is our responsibility to anticipate, meet and exceed our institutional and individual customer expectations, whatever they may be.
Without them, their support and their referrals we would not be where we are today.
Fostering and encouraging innovation throughout the business
Innovative is a core Informa value. We often hire people because they are innovative and continually innovate and improve the products and
services we offer. It is therefore our responsibility to ensure that both internal and external innovation at Informa is allowed to flourish
and appropriately rewarded.
Monitoring and managing our operational and product related environmental and climate change impacts
We impact the environment via our day to day business operations and through our product and service footprint. It is our responsibility to
monitor, and reduce these impacts where practicable and keep up to date with stakeholder expectations.
Giving back to the communities where we operate
Business and society need to progress hand in hand and Informa has a responsibility to support employees who wish to give back to the
communities within which they operate. We believe that this directly improves their working value too.
For more information on specific activities in each of these areas, including performance data and our plans for 2008 please refer to the separate
2007 Corporate Responsibility Report at www.informa.com.
Mr Derek Mapp
Senior Independent Director
27 February 2008




                                                                                                 Informa plc Annual Report and Financial Statements 2007 · 59