Seis principios de la programación [7]

At the February 2014 meeting, the Committee reviewed the content of this Annual report and accounts and advised the Board that, in its view, taken as a whole, it is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group’s performance, business model and strategy.

This report was reviewed and approved by the Audit Committee on 18 February 2014.

David Lindsell

Membership and process

The principal duties of the Committee are to keep under review the structure, size and composition of the Board (including the skills, knowledge and experience required by it), to consider succession planning for the directors and other senior managers, to identify and nominate candidates to fill vacancies among the directors and to review the time required from non-executive directors.

Terms of reference

The terms of reference for the Committee are reviewed annually by the Committee and then by the Board. The terms of reference are available on the Group’s website at www.drax.com.

Committee members

Tim Cobbold, Melanie Gee, David Lindsell and Tony Thorne all of whom are independent non-executive directors. Tim Barker (formerly Senior Independent Director) had been a member of the Committee until his retirement on 23 April 2013. The Company Secretary acts as Secretary to the Committee.

Attending by invitation

Chief Executive, Head of Human Resources.

Number of meetings held in 2013

4

The Chairman of the Committee reports on the Committee’s proceedings to the following Board meeting and, subject to redaction in the event that they include personal information, the minutes of each meeting of the Committee are circulated to all members of the Board.

At its meeting in November, the Committee reviewed the succession plan in relation to senior management roles. The succession plan was considered to be appropriate taking into account the size and management structure of the Group. The Committee also reviewed the composition of the Board and concluded that following the appointment of an additional non-executive director at the start of the year and the retirement of Tim Barker in April, the composition of the Board was appropriate for the business at this time. During the course of the year, the Committee undertook a senior management evaluation and development exercise with the assistance of Russell Reynolds Associates. The objective was to identify the particular attributes and development needs of potential successors to board and Executive Committee roles. Various targeted development programmes have been identified and implemented for particular individuals to enhance the quality of potential internal successors.

The Committee recognises the strength that can be achieved through diversity in its wider sense in the Group’s management. In particular, it is the Board’s policy to ensure that the proportion of women on the Board is one of the considerations for Board and senior management appointments. That policy is

implemented as part of the recruitment and selection process. Further details of gender diversity in the Group are included in the Corporate and social responsibility section of the Annual report and accounts.

The Company’s Articles provide that directors retire by rotation. However, the UK Corporate Governance Code provides that all directors should be subject to annual re-election. The Company adopted the provisions of the UK Corporate Governance Code on the annual re-election of all directors at the beginning of 2011.

At the conclusion of the Annual General Meeting (“AGM”) held on 24 April 2013, Tim Barker retired as a director of the Company and from the committees on which he served. The Committee initiated a review of the effectiveness of the Board, its committees and individual directors and the outcome is reported in the Corporate governance report on page 66. The Board met on 11 February 2014, following the completion of the Board evaluation process, and determined that all of the directors who are the subject of annual re-election will retire at the forthcoming AGM and, being eligible, offer themselves for re-election. The evaluation of the Board described on page 66 concluded that the directors offering themselves for re-election continue to demonstrate commitment to their particular role and perform effectively.

The executive directors’ service contracts and non-executive directors’ letters of appointment are available for inspection by prior arrangement during normal business hours at the Company’s registered office. They will also be available for inspection at the venue, prior to the AGM, details of which are contained in the Notice of Meeting.

This report was reviewed and approved by the Nominations Committee on 18 February 2014.

Charles Berry

Chairman of the Nominations Committee

Mar ket pl ace , per for mance and r isk Sust ai nable busi ne ss re vi e w F inanci als Gover nance Ov e rv ie w Committee Chairman Charles Berry Chairman of the Board

Membership and process

The Committee’s principal responsibilities are:

 recommending to the Board the remuneration strategy and framework for the executive directors and senior managers;

 determining, within that framework, the individual remuneration packages for the executive directors and senior managers;

 approval of the design of annual and long-term incentive arrangements for executive directors and senior managers, including agreeing the annual targets and payments under such arrangements;

 determining and agreeing the general terms and conditions of service and the specific terms for any individual within the Committee’s remit, either on recruitment or on termination;

 determining the policy for, and scope of, executive pension arrangements; and

 to oversee any major changes in employee benefit structures throughout the Group and review remuneration trends across the Group.

Terms of reference

The terms of reference for the Committee are reviewed annually by the Committee and then by the Board. The terms of reference are available on the Group’s website at www.drax.com

Committee members

Charles Berry, Tim Cobbold, Melanie Gee and David Lindsell. Tim Barker (formerly Senior Independent Director) had been a member of the Committee until his retirement on 24 April 2013.

The Company Secretary acts as Secretary to the Committee.

Attending by invitation

Chief Executive, Head of Human Resources, External remuneration advisers.

Number of meetings held in 2013

7