Company Directors

The WH Smith PLC Main Board is led by the Chairman and includes five non-executive directors and two executive directors, with support from the Company Secretary.

The Management Team comprises the Chief Executive, the Group Finance Director and the Group Strategy Director. It is responsible for the delivery of business performance targets.

Main Board

Chairman

W H Smith Chairman, Robert Walker Robert Walker joined the Board as a non-executive director in January 2005 and became Chairman on 1 February 2005. He began his career in marketing at Proctor & Gamble, then spent six years at McKinsey & Co. before joining PepsiCo International in 1976. He worked for PepsiCo Inc. for over 22 years, where he was a Division President responsible for the company's beverage business in Europe, Middle East, Africa and Asia. In May 1996 Robert joined the Board of Severn Trent Plc as a non-executive director and became Chief Executive in August 2000. Robert is a non-executive director of Tate and Lyle Plc and Travis Perkins Plc, where he is also Chairman designate. Aged 65.

Executive Directors

W H Smith Chief Executive, Kate Swann

Kate Swann was appointed Chief Executive and joined the Board in November 2003. She started her career at Tesco Plc as a Marketing Executive, before moving on to positions at Homepride Foods, Coca Cola Schweppes and Dixons Stores Group. She then worked for Homebase, ultimately as Managing Director, and in 2000 was made Managing Director of Argos. Aged 45.

W H Smith Group Finance Director, Robert Moorhead

Robert Moorhead was appointed Group Finance Director and joined the Board on 1 December 2008. He joined WH Smith PLC in 2004 as Finance Director - Retail. Previously, he was appointed Group Finance Director at Specsavers Optical Group in 2002, and Finance and IT Director of World Duty Free Europe Ltd in 2001. He held a number of roles at B&Q and Kingfisher Group which he joined in 1991. He started his career at Price Waterhouse. Aged 45.

Non-Executive Directors

W H Smith Non Executive Director, John Barton

John Barton joined the Board in November 1999. He retired as Chairman of Jardine Lloyd Thompson Group PLC in December 2001, having formerly been the Chief Executive of Jardine Insurance Brokers Group PLC. He is Deputy Chairman of Cable & Wireless PLC and non-executive chairman of Next plc. Aged 65.

W H Smith Non Executive Director, Mike Ellis

Mike Ellis joined the Board in March 2005 and is Chairman of the Audit Committee. From 2001, until the end of October 2004, Mike was Group Finance Director of HBOS plc, the UK's largest mortgage and savings provider. Prior to this, for fourteen years, Mike worked in a number of senior executive positions at Halifax plc and was appointed Chief Operating Officer in October 1999. Aged 58.

W H Smith Non Executive Director, Luke Mayhew

Luke Mayhew joined the Board in July 2005. He was Managing Director of John Lewis from 2000 to December 2004, prior to which, from 1992 to 2000, he was Development Director of the John Lewis Partnership. He is Chairman of Pets at Home Group Limited and a non-executive director of Brambles Industries plc. Aged 56.

W H Smith Non Executive Director, Drummond Hall

Drummond Hall joined the Board in September 2008. He spent his early years with Procter and Gamble, Mars and PepsiCo, and from 2002 to 2006 was Chief Executive of Dairy Crest PLC. He is a Non-Executive Director of Taylor Nelson Sofres PLC. Aged 60.

W H Smith Non Executive Director, Walker Boyd

Walker Boyd joined the board in February 2010. He has substantial retail expertise both in the UK and the USA. He is currently Group Finance Director at Signet Jewelers Limited (previously Signet Group Plc) and has held this position since 1995. Aged 57.


Company Secretary

Ian Houghton is Company Secretary and Director of Legal Services and joined the Company in June 1996. He qualified as a solicitor in October 1992 and immediately prior to joining WHSmith was employed as a solicitor by the RSPCA. Aged 44.

Board Committees

The Audit, Nominations and Remuneration committees have written terms of reference that define their role, responsibilities and membership.

The Audit Committee meets at least three times a year. Its responsibilities include monitoring the integrity and clarity of the Company's results and financial statements; reviewing the effectiveness of the Company's internal controls and risk management systems; reviewing the effectiveness of the Company's internal audit function; and assessing the independence and objectivity of the external auditors. Members of the Audit Committee are Mike Ellis (Chairman), John Barton, Walker Boyd, Drummond Hall and Luke Mayhew.

The Nominations Committee advises the Board on the appointment of Directors and meets when necessary. Its responsibilities include regular reviews of the structure, size and composition of the Board; giving full consideration to succession planning; and evaluating the balance of skills, knowledge and experience of the Board. Members of the Nominations Committee are Robert Walker (Chairman), John Barton, Walker Boyd, Mike Ellis, Drummond Hall, Luke Mayhew and Kate Swann.

The Remuneration Committee is responsible for determining and agreeing with the Board the broad policy for the remuneration of the Chairman, executive directors and certain other senior executives; and in consultation with the Chairman and/or Chief Executive as appropriate, determining the total individual remuneration package of each executive director and other senior executives including bonuses and share incentives. Members of the Remuneration Committee are Drummond Hall (Chairman), John Barton, Walker Boyd, Mike Ellis, Luke Mayhew and Robert Walker.

Management Team

W H Smith Chief Executive, Kate Swann

Kate Swann was appointed Chief Executive and joined the Board in November 2003. She started her career at Tesco Plc as a Marketing Executive, before moving on to positions at Homepride Foods, Coca Cola Schweppes and Dixons Stores Group. She then worked for Homebase, ultimately as Managing Director, and in 2000 was made Managing Director of Argos. Aged 45.

W H Smith Group Finance Director, Robert Moorhead

Robert Moorhead was appointed Group Finance Director and joined the Board on 1 December 2008. He joined WH Smith PLC in 2004 as Finance Director - Retail. Previously, he was appointed Group Finance Director at Specsavers Optical Group in 2002, and Finance and IT Director of World Duty Free Europe Ltd in 2001. He held a number of roles at B&Q and Kingfisher Group which he joined in 1991. He started his career at Price Waterhouse. Aged 45.

W H Smith Group Strategy Direct and Chairman of W H Smith News, Neil Monnery

Neil Monnery is Group Strategy Director. He joined WHSmith in March 2004 and was previously a Senior Vice President and director at the Boston Consulting Group. He joined BCG in 1984 and was head of BCG's UK Consumer and Retail practice where his work for retailers focused on revenue improvement, cost reduction, growth, organisation and corporate strategy. Aged 48.