Corporate Governance Report

Building the range of parts, accessories and clothing

Statement of Compliance with the UK Corporate Governance Code

For the period ended 29 March 2013 the Board considers that the Group has complied fully with the UK Corporate Governance Code 2010 except where Dennis Millard stood in as Interim Executive Chairman between 18 July 2012 and 21 November 2012 as described in the Corporate Governance Report and except with respect to the ongoing service of Keith Harris and Bill Ronald as described here. The Code is published by the Financial Reporting Council from whom paper and downloadable versions can be obtained via its website: www.frc.org.uk. We have outlined in this report how we have complied with the five main principles of the Code using the same headings as the main sections of the Code.

As a Board we are committed to continually reviewing and refreshing the Group's Corporate Governance framework. Examples throughout the year were the implementation of stronger Delegated Authority arrangements and the Group Treasury and Tax Strategy and policy documents.

Dennis Millard
Chairman

To allow for effective decision-making within the Group, the Board maintains a schedule of matters formally reserved for its decision, coupled with a schedule delegating other decisions to its Committees, Executive Directors and management. In summary:

Matters Reserved for the Board	Include: Authority e.g. division of responsibilities and review of its own performance. Strategy and Management e.g. approval of the annual operating and capital expenditure budgets and any material changes thereto. Structure and Capital e.g. changes to structure or listing status. Investor Relations Contracts e.g. significant corporate transactions. Audit, Financial Reporting and Controls e.g. reviewing the effectiveness of the Group's risk and control processes to support its strategy and objectives. Nominations to the Board Executive Remuneration	Available on our Corporate Website.
Board Committees	The terms of reference of each Committee establish its responsibilities; these are summarised in the Nomination Committee, Audit Committee and Renumeration Committee sections of the Corporate Governance Report.	Available on our Corporate Website.
Executive Directors and Management	Day-to-day decisions are delegated to the Executive Directors and management via established procedures for approving decisions within business functions. Examples of decisions delegated in this way are approval of adverts, signature of day-to-day contracts, engaging of new suppliers, entering into tenders and promotional activity.	A formal delegated authorities document confirms how and by whom approval can be obtained and what evidence is required of such approval. This document has been reviewed during the year, and tighter controls have been put in place.