The Board

 The Board currently has eight members comprising of the Chairman, the three independent non-executive directors and four executive directors.

The Company's Articles of Association provide that one third of the directors shall retire from office by rotation at each Annual General Meeting (AGM). New directors are subject to election by shareholders at the first opportunity after their appointment. From the 2011 AGM onwards, the Board decided that all directors will be subject to annual re-election. In line with the Code guidance, non-executive directors are normally appointed for an initial term of three years, which is then reviewed and extended for up to a further two three year periods. On appointment directors receive a suitable and tailored induction. During the year non-executive directors were given the opportunity to attend a training seminar directed at their role and responsibilities. There is a clear division of responsibility approved by the Board in writing between the Chairman, RC Lockwood, and the Chief Executive, PI France, that ensures that there is a balance of power and authority between the running of the Board and the executive responsible for the running of the Company's business.

IG King is the current senior independent non-executive director. As senior independent non-executive director IG King annually arranges a meeting of the nonexecutive directors without the Chairman present to appraise the Chairman's performance. The Board annually approves a detailed timetable for each financial year including dates for all scheduled Board meetings, of which there are usually at least eight, and four Committee meetings.

Attendance at Board and scheduled committee meetings:

*By invitation.

The timetable also schedules time for meetings of the Chairman and nonexecutives without the Chief Executive present. During the year, Board meetings are scheduled at significant sites other than the Company's headquarters in Bath. This allows, in particular, non-executive directors to meet management at these sites and receive presentations from them. During the year under review the Board visited and held Board meetings at its new sales and service centre in Houston, Texas, USA. A visit to the new factory and RIDEC centre in Chennai, India is planned for 2012.

The Chairman ensures through the Company Secretary, that the Board Agenda and all relevant information is provided to the Board sufficiently in advance of meetings. The Chairman and Company Secretary discuss the Agenda in detail ahead of every meeting and the Chairman and the Chief Executive always have a review meeting ahead of each Board meeting. At Board meetings the Chairman ensures that all directors are able to make an effective contribution throughout meetings and every director is encouraged to participate and provide opinions for each Agenda item. The Chairman always seeks to achieve unanimous decisions of the Board following appropriate discussion of Agenda items. The Board regularly considers and discusses future strategy, following submissions on strategy development by management, at Board meetings. The non-executive directors through constructive challenge and comment help develop proposals on strategy at those meetings.

The Schedule of Reserved Matters details those matters specifically reserved for Board decision. The types of decision relate to matters which cannot, or the Board considers should not, be delegated to the Chief Executive and executive management. They include approval of Group commercial strategy and succession planning, approval of Group annual operating and capital expenditure budgets, recommendations for payment of the final proposed dividend and decisions for interim dividends and dividend policy, approval of the Annual Report and Accounts and announcements of final and interim results, ensuring sound internal control and risk management, executive director remuneration, corporate governance matters including Board and Committee performance appraisals, Board and Committee membership, approval of material contacts in the ordinary course of business over £10m and all acquisitions in ordinary course of business over £1m. The directors also have powers to issue and buy back the Company's shares conferred annually by the shareholders at the AGM. The decisions which are left to management are all those related to the successful operation and management of the Company's business and in development and implementation of the strategy within the limits set by the Board annually for overall operational budgets and capital expenditure.

The Chairman ensures that meetings of non-executives without the executives present are held. All directors have access to the advice and services of the Company Secretary and through him they can request and obtain independent professional advice at the Company's expense where they judge it necessary to discharge their responsibilities as directors. The Company maintains appropriate directors' and officers' insurance cover.