Directors’ Report: Governance

Corporate governance statement

The Board believes that good corporate governance at all levels within the Group is fundamental to the success of the business. It expects that the Company will comply with the new UK Corporate Governance Code, published in May 2010, throughout the financial year commencing 1 January 2011. The corporate governance statement provides the detail as to how good corporate governance has operated within the Group in 2010. Key topics covered are the work of the Board and Committees; internal control and risk management; and environmental, social and governance matters.

Our business model carries particular risks inherent in a fast growing business operating in emerging markets and effective governance and Board oversight is a crucial control.

Introduction

This constitutes the corporate governance statement pursuant to Rule 7.2 of the Disclosure and Transparency Rules. It explains how the Company applied the principles set out in Section 1 of the Combined Code on Corporate Governance (‘the Combined Code’) published by the Financial Reporting Council (‘FRC’) in June 2008 in the financial year ending on 31 December 2010. The Combined Code is available on the FRC’s website at www.frc.org.uk.

Statement of compliance with the Combined Code

The Board is of the opinion that the Company complied with all the provisions in Section 1 of the Combined Code throughout 2010 with one exception.

Code provision B.1.1: The International Personal Finance plc Incentive Plan provided a one-off (rather than phased) incentive to the senior executive team in the three-year period following the demerger (July 2007 to July 2010). This was designed to incentivise them to achieve the Company’s plans and strategic targets during this critical period in the development of the Company. All outstanding awards under the Incentive Plan lapsed on 16 July 2010 and it ceased to operate on that date. The Company therefore complied with Code provision B.1.1 from that date.

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© International Personal Finance 2012

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