Board of Directors and Corporate Governance

The Role of the Board

The Board is currently comprised of seven members. The Board’s prime objective is the sustainable enhancement of business performance and Shareholder value. It is responsible for determining all major policies, ensuring that effective strategies and management are in place, assessing Signet’s performance and its senior management, reviewing the systems of internal control and setting policy relating to social, ethical and environmental matters.

Separate and Independent Chairman

The Company has a Chairman of the Board who is separate from its Chief Executive Officer and whom the Board has determined to be independent under the listing standards of the NYSE. The Board considers it to be important for its effectiveness and efficiency to maintain a clear division of responsibilities between the running of the Board and the executive responsibility for the running of the Company’s business; therefore the Board has agreed that the roles of Chairman and Chief Executive Officer should be separate.

The division of responsibilities between the Chairman and the Chief Executive Officer has been specifically agreed by the Board.

In summary, the Chairman is responsible for:

• effective running of the Board, including evaluating its performance and that of the individual Directors, and the Board’s compliance with corporate governance requirements and best practice;
• reviewing, prior to their presentation to the Board by executive management, strategy, medium term plans and the annual budget;
• reviewing, prior to their presentation to the Compensation Committee, the recommendations of the Chief Executive Officer regarding the compensation of senior executive officers and for making a recommendation regarding the compensation of the Chief Executive Officer;
• maintaining contact with major Shareholders to understand directly their issues and concerns;
• keeping the other independent Directors appropriately informed of developments within the business and shareholders’ attitude toward the Company; and
• safeguarding Signet’s reputation, and representing it both internally and externally.

Chief Executive Officer

In summary the Board has agreed that the Chief Executive Officer is responsible for:

• the executive leadership of the business;
• developing and presenting to the Board, strategy, medium term plans and budgets;
• within this framework, the performance of the business;
• complying with legal and corporate governance requirements, together with the social, ethical and environmental principles of Signet; and
• making recommendations on the appointment and compensation of senior Executive Officers and management development.

Executive Sessions of Independent Directors

Independent Directors meet regularly in executive session without management participation. At those meetings the Chairman presides. This encourages open discussion. In addition, at least once per year the independent Directors, excluding the Chairman, meet separately in executive session to consider the independent Chairman’s performance. At those meetings, Russell Walls, Chairman of the Audit, and Nomination and Corporate Governance Committees, presides.

Independent Directors Constitute a Majority of the Board

The Board currently comprises one executive Directors and six independent Directors including the Chairman.

The Board has affirmatively determined that each of the following Directors is “independent” under the NYSE listing standards: Sir Malcolm Williamson, Robert Blanchard, Dale Hilpert, Marianne Parrs, Thomas Plaskett, and Russell Walls. In considering “independence” the Board considers any commercial, consulting, legal, accounting, charitable or any other business or non-business relationships that a Director or his or her immediate family may have with the Company. No such relationship exists for any of the independent Directors.

Self-evaluation

The Directors conduct an annual evaluation of the workings and efficiency of the Board and of each of the Board committees on which they serve and make recommendations for change, if required.