Board of Directors

Below are profiles for the Board of Directors and the Company Secretary.

Term of office: Sir Patrick Brown joined the Board in January 1999 as Non-Executive Director, becoming Company Chairman in October 2002. He was last re-elected by shareholders at the 2011 Annual General Meeting (AGM) and will again stand for annual re-election at the AGM in October 2012.

Independent: On appointment.

Committee membership: Chairman of the Nomination Committee and member of the Remuneration Committee. Regularly attends Audit Committee by invitation.

External appointments: Non-Executive Director of Camelot UK Lotteries Ltd and Camelot Global Services Ltd; Chairman of the UK Advisory Board of Alexander Proudfoot Ltd.

Previous experience: Sir Patrick Brown spent ten years in industry and management consultancy before joining the Civil Service, initially involved in privatisation in the Department of Transport (DfT) during the 1980’s. He then moved to the Department of the Environment, before returning to the DfT as Permanent Secretary from 1991 to 1997.

Term of office: Rupert Pennant-Rea joined the Board in October 2002. Having served on the Board for nine years Rupert must now be considered as not independent however he will continue to serve as a Non-Executive Director. He was last re-elected by shareholders at the 2011 AGM and will stand for annual re-election at the AGM in October 2012.

Independent: Yes.

Committee membership: Chairman of the Remuneration Committee and member of the Audit and Nomination Committees.

External appointments: Non-Executive Chairman of PGI Group Ltd, Defaqto Group Ltd, The Economist Newspaper Limited and Henderson Group plc (Chairman of the Nomination Committee). Non-Executive Director of Henderson UK Finance plc, Times Newspapers Holdings Ltd, Specialist Waste Recycling Ltd, The Economist Group Trustee Company Ltd, Gold Fields Ltd (member of the Nomination & Governance Committee and Audit Committee) and Hochschild Mining plc (member of the Remuneration Committee).

Previous experience: Rupert Pennant-Rea was Deputy Governor of the Bank of England from 1993 to 1995, prior to which he was Editor of The Economist. He has held a large variety of Non-Executive Directorships over the last 15 years.

Term of office: Andrew Allner joined the Board in October 2008 and was appointed Senior Independent Non-Executive Director in October 2011. He was last re-elected by shareholders at the 2011 AGM and will stand for annual re-election at the AGM in October 2012.

Independent: Yes.

Committee membership: Chairman of the Audit Committee. Member of the Remuneration and Nomination Committees.

External appointments: Non-Executive Chairman at Marshalls plc (Chairman of the Nomination Committee); Non-Executive Director at CSR plc (Chairman of the Audit Committee and member of the Nomination and Remuneration Committees); Non-Executive Director at Northgate plc (Chairman of the Audit Committee and member of the Nomination and Remuneration Committees); Non-Executive Director of AZ Electronics Materials S.A. (Chairman of the Audit Committee).

Previous experience: Andrew Allner is a Chartered Accountant and a former partner at PricewaterhouseCoopers. He was Group Finance Director of RHM plc between 2004 and 2007, and Chief Executive of Enodis plc prior to this. He was also a Non-Executive Director of Moss Bros Group plc and Chairman of their Audit Committee until 2005.

Term of office: Katherine Innes Ker joined the Board in July 2010. She was last re-elected by shareholders at the 2011 AGM and will stand for annual re-election at the AGM in October 2012.

Independent: Yes

Committee membership: Member of the Audit, Remuneration and Nomination Committees.

External appointments: Senior Independent Director of Tribal Group plc (Chairman of the Remuneration Committee and member of the Audit and Nomination Commitees) and Non-Executive Director of St Modwen Properties plc.

Previous experience: Katherine Innes Ker’s previous Non-Executive Directorships include Taylor Wimpey plc, Marine Farms ASA, Taylor Woodrow plc, The Television Corporation plc, Fibernet plc, Williams Lea plc, The Ordnance Survey, Shed Media plc and Gyrus Group plc. Katherine has also spent a decade working in the City.

Term of office: Nick Horler was appointed as Non-Executive Director on 14 November 2011. He will stand for election before shareholders at the 2012 AGM.

Independent: Yes

Committee membership: Member of the Audit, Remuneration and Nomination Committees.

External appointments: Non-Executive Director of Royal Mail Holdings plc and Secure Electricians Limited.

Previous experience: Nick is the former Chief Executive Officer of Scottish Power and Managing Director of E.On Retail. He began his career with Phillips Petroleum, working in the UK and USA in sales and marketing roles.

Term of office: David Brown was appointed as Deputy Group Chief Executive on 1 April 2011 before his accession to Group Chief Executive on 3 July 2011. Following his appointment, he was elected by shareholders at the AGM in October 2011 and will stand for annual re-election at the AGM in October 2012.

Committee membership: Member of the Nomination Committee. Attends Audit Committee and Remuneration Committee by invitation.

External appointments: None

Previous experience: David Brown was previously Managing Director of Surface Transport at Transport for London (TfL). Before joining TfL, David was Chief Executive of Go-Ahead’s London bus business, from 2003 to 2006, and was a Main Board adviser. Prior to this he held the positions of Managing Director from 1999 and Operations Director for London General/London Central. His 28 year transport career began with London Transport.

Term of office: Keith Down was appointed to the Board as Group Finance Director in March 2011. Following his appointment, he was elected by shareholders at the AGM in October 2011 and will stand for annual re-election at the AGM in October 2012.

Committee membership: Attends Audit Committee by invitation.

External appointments: None

Previous experience: Prior to joining Go-Ahead, Keith Down worked for JD Wetherspoon plc as Finance Director and Company Secretary. Before joining JD Wetherspoon plc in 2007 he served as Commercial Finance Director of Tesco plc. Keith is a Chartered Accountant.

Term of office: Carolyn Sephton was appointed as Group Company Secretary in July 2006.

Committee membership: Secretary to the Audit, Remuneration and Nomination Committees.

External appointments: None.

Previous experience: Carolyn Sephton spent 12 years working for Northern Electric, predominantly in the field of pensions, before joining Go-Ahead in 2001. Carolyn is a Chartered Secretary and a Fellow of the Institute of Chartered Secretaries and Administrators. Prior to her appointment as Group Company Secretary she was Assistant Company Secretary for the Group with responsibility for non-rail pensions and a wide range of company secretariat functions including share schemes, legislative compliance, corporate governance and codes of conduct specific to the Group's business activities.

Annual Report 2011

Corporate Responsibility
Report 2011