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Chairman’s message

As Chairman I believe that the way any organisation is governed is fundamental to its success and for Bodycote this means the effectiveness of the Board and our governance arrangements. Effective governance starts at the top, with clear roles, responsibilities and lines of reporting. Directors have to operate within applicable laws and regulations, which include corporate governance rules. In addition, directors have to operate within the mandate given to them by shareholders, for example, in the Company’s Articles of Association. On a more practical level the directors operate under agreed Board procedures such as the schedule of matters reserved for the Board, the role and descriptions of the Chairman, Group Chief Executive and Senior Independent Director, and service contracts and appointment letters. The important governance developments at Bodycote over the last year are detailed in the governance reporting section below.

The policy of the Board is to manage the affairs of the Group in accordance with the principles of corporate governance contained in the UK Corporate Governance Code, by promoting wide discussions on topics to which Board members contribute and demonstrate mutual engagement. We strive to maintain best practice and continually seek to improve our practices for the benefit of our shareholders.

The main group-wide governance documents are our Core Values and the Code of Conduct, which set out the values and standards that we expect of our employees. These documents, together with our policies, govern how we conduct our business and set the standards that drive performance. Compliance training helps to enforce this. Board oversight, reviews and audits form part of the monitoring and supervision process.

A.M. Thomson