Directors

Full details of Directors’ service contracts, emoluments and share interests can be found in the Remuneration Report.

Directors’ indemnities

In accordance with the Company’s Articles of Association, the Company entered into a deed of indemnity to the extent permitted by law with each of the Directors and the General Counsel & Company Secretary in 2006.

The Company purchased and maintained directors' and officers' liability insurance throughout 2006, which was renewed for 2007. Neither the indemnity nor insurance provide cover in the event that the Director or the General Counsel & Company Secretary is proved to have acted fraudulently.

Major acquisitions and disposals

Full details of acquisitions and disposals are disclosed in the Business Review and note 28.

Events after the balance sheet date

Events after the balance sheet date are disclosed in note 35.

Related party transactions

Related party transactions are set out in note 32.

Creditor payment policy

It is the Group’s policy to:

• agree the terms of payment in advance with the supplier;
• ensure that suppliers are aware of the terms of payment; and
• pay in accordance with contractual and other legal obligations.

The number of days’ purchases outstanding as at 31 December 2006 was 32 (2005: 34) for the Group (excluding Accord Energy Ltd) and 32 (2005: 36) for the Company.

Share capital

The Company's authorised and issued share capital as at 31 December 2006, together with details of shares issued and repurchased during the year, is set out in note 24.

Authority to purchase shares

The Company's authorised at the 2006 AGM to purchase its own shares, within certain limits and as permitted by the Articles of Association. A renewal of this authority will be proposed at the 2007 AGM. Shares repurchased may be cancelled or retained as treasury shares to accommodate requirements for shares under the Group's share incentive schemes.

As part of a share repurchase programme a total of 8,950,000 shares, each with a nominal value of 6 ¹⁴ /₈₁ pence, were repurchased and cancelled during the year for an aggregate consideration of £23 million. This comprised 0.2% of the issued share capital. The programme was suspended in February 2006.

Material shareholdings

At 21 February 2007, Centrica had received notice of the following material shareholdings pursuant to the Companies Act 1985:

As at that date, no notifications had been received in respect of voting rights attaching to Centrica shares pursuant to the Disclosure and Transparency Rules.

Auditors

PricewaterhouseCoopers LLP have expressed their willingness to be reappointed as auditors of the Company. Upon the recommendation of the Audit Committee, resolutions to reappoint them as the Company’s auditors and to authorise the Directors to determine their remuneration will be proposed at the AGM.

This Directors’ Report has been approved by the Board and signed on its behalf by:

Registered office:
Millstream
Maidenhead Road
Windsor
Berkshire SL4 5GD
Company registered in England and Wales
No. 3033654