Compliance

UK Corporate Governance Code

The 2010 version of the UK Corporate Governance Code (the ‘Code’) has been applied by the Company for the financial years commencing 1 January 2011.

The Code sets out standards of good practice in the form of principles and provisions on how companies should be directed and controlled to follow good governance practice.

Companies with a UK Premium Listing are required to disclose how they have applied the main principles of the Code and whether they have complied with its provisions throughout the accounting period. Where the provisions have not been complied with companies must provide an explanation for this.

The Company has been compliant with a majority of the relevant provisions of the Code during the 2012 accounting period and explenations have been provided in the 2012 Annual Report of any instances of non-compliance.

Full details of our approach to Governance can be found in the Corporate Governance Report in the 2012 Annual Report <http://annualreport2012.premierfoods.co.uk/governance>

Independence

The Company has procedures for managing conflicts of interest in place and directors have continuing obligations to update the Board on any changes to these conflicts. This process includes relevant disclosure at the beginning of each Board meeting and also the Company's annual formal review of potential conflict situations which includes the use of a questionnaire.

Under the terms of the Relationship Agreement between the Company and Warburg Pincus, Charles Milller Smith, a senior adviser to Warburg Pincus, was appointed to the Board. Under the agreement, Warburg Pincus (with the agreement of the Company) may appoint to the Board a director so long as they retain a minimum interest of 23,980,215 shares in the Company.

The Board considers all non-executive directors to be independent with the exception of Charles Miller Smith (as noted above). As at 31 December 2012 at least half the board, excluding the Chairman were determined to be independent.

Non Executive Letter of Appointment

A copy of our standard letter of appointment can be viewed here  Standard NED Letter of Appointment 090712.pdf

Committee Terms of Reference

The Terms of Reference of the Audit Committee, Remuneration Committee and Nomination Committee are available to view here

Audit Committee Terms of Reference.pdf

Remuneration Committee Terms of Reference.pdf

Nomination Committee Terms of Reference.pdf

Remuneration Advisors

During 2012 the Remuneration Committee considered the role of the remuneration advisors and it decided that New Bridge Street (NBS) (a trading name of Aon Hewitt Ltd) should advise the Committee.

During 2012 NBS provided advice in connection with executive remuneration arrangements [and the Company's share incentive arrangements]. NBS are signatories of the Remuneration Consultants Group Code of Conduct.  The Trustees of the Group's pension schemes have appointed the pension advisory team of Aon Hewitt Ltd to act as Administrator of the schemes and have appointed individuals within Aon Hewitt Ltd to act as Actuary to the schemes.  NBS operates independently of the pension teams and the Remuneration Committee is satisifed there is no conflict of interest.