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Corporate Governance

In managing the affairs of the Group, the Board of Cadbury plc is committed to achieving high standards of business integrity, ethics and professionalism across all its activities. As a fundamental part of this commitment, the Board supports the highest standards of corporate governance. To help achieve this, the Board has approved a set of Corporate Governance Principles . These principles set out our approach to this area, and also provide a summary of our current position.

The Group has a Financial Code of Ethics, that applies to the Chief Executive Officer and senior financial officers in the Group and all members of the Board sign the Cadbury Business Principles, entitled "Our business principles".

Further details of our corporate governance are reported in our Report & Accounts.

Non-executive directors

The Cadbury Board has 9 members: the Chairman, two Executive Directors and six Non-Executive Directors. All six Non-Executive Directors are deemed independent under the provisions of the Combined Code.

• Subject to satisfactory performance, a Non-Executive Director is appointed for an initial term of three years.
• After the initial three year term, they may serve two additional three year terms, with a maximum of nine years service on the Board as a general rule.
• A Non-Executive Director is expected to attend every Board Meeting, including those held overseas.
• A Non-Executive Director is expected to make regular visits to the Group's operations to better understand its workings.
• Each Non-Executive Director is expected to devote such time as is necessary for the proper performance of their duties. However, an average time commitment of two to two and one-half days per month is suggested as a guideline.
• The base fee for a Non-Executive Director is £60,000 per year, paid quarterly in arrears, however this is increased if they are appointed chairman to a Board Committee.
• The Company has established a programme which enables a Non-Executive Director to allocate a portion of their fees to the purchase of Cadbury shares. Currently, all Non-Executive Directors use this facility.

An example of our Non-Executive Directors' terms of appointment be downloaded as a PDF file. The letter will be updated when any future Cadbury plc appointments are made.

Terms of reference

The Board and its committees have adopted terms of reference which define their roles and responsibilities. These, together with the Memorandum and Articles of Association for Cadbury plc, can also be viewed here:

• Matters reserved for the Board
• Remuneration Committee Terms of Reference
• Nomination Committee Terms of Reference
• CSR Committee Terms of Reference
• Chief Executive Committee Terms of Reference
• Memorandum and Articles of Association
• Audit Committee Terms of Reference

This page includes links to documents in Portable Document File (PDF) format. To read PDF documents you may need to download the free Adobe Acrobat Reader. For PDF accessibility help, visit Access Adobe. These links will open in a new browser window.

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