Corporate governance

The Board of Hargreaves Lansdown Plc is responsible for the proper management of Hargreaves Lansdown and currently meets at least four times a year.

The Board has overall responsibility for controlling the Group, making decisions relating to the Group's strategic direction and measuring progress towards these goals. In order to ensure it has effective control over the Group's activities, the Board has established an Audit Committee, a Remuneration Committee and a Nominations Committee, as sub-committees of the Board which have formally delegated duties and responsibilities under written terms of reference.

Remuneration Committee

The Remuneration Committee is responsible for the framework or broad policy for the fair remuneration of the Executive Directors as well as their performance management. These will be determined with due regard to the interests of the Company and the Shareholders. The Remuneration Committee will meet at least twice per year. It is chaired by Jonathan Bloomer and also comprises Michael Evans and Jonathan Davis.

Terms of reference of the Remuneration Committee

Audit Committee

The Audit Committee is responsible for assisting the Board in discharging its responsibilities for financial reporting including the integrity of the annual and interim reports, preliminary results and any other formal announcements relating to financial performance, risk reporting and reviewing the Company's internal corporate control.

Within the scope of its terms of reference, the Audit Committee will report to the Board on any matter on which it considers that action is required and make recommendations for steps to be taken. In addition, the Audit Committee will have authority to investigate any activity within its terms of reference and is responsible for the resolution of disagreements between management and the external auditor. The Audit Committee will meet at least three times per year. It is chaired by Jonathan Bloomer and also comprises Michael Evans and Jonathan Davis.

It is intended that Tracey Taylor and Nigel Bence will be invited to attend and contribute to meetings of the Audit Committee.

Terms of reference of the Audit Committee

Nominations Committee

The Nominations Committee is responsible for making recommendations to the Board concerning the composition of the Board including proposed appointees to the Board, whether to fill any vacancies that may arise or to change the number of Board members. It is chaired by Jonathan Bloomer and also comprises Michael Evans and Jonathan Davis.

Terms of reference of the Nominations Committee

Compliance with Combined Code

The Board supports high standards of corporate governance.

The Combined Code recommends that the board of directors of a UK public company should include a balance of Executive and Non-executive Directors and that at least half the Board, excluding the Chairman, should comprise Non-executive Directors determined by the Board to be independent, and that one Non-executive Director should be nominated as the Senior Independent Director. Prior to the appointment of Jonathan Davis as Non-executive Director in February 2008, the Board composition was not in compliance with the Combined Code. Currently, as at March 2008, Hargreaves Lansdown has six Directors, comprising three Executive Directors (including the Chairman) and three Non-executive Directors. The Board would like to confirm that the composition of the Hargreaves Lansdown Board is in compliance with the Combined Code, following the appointment of Jonathan Davis.

The three Non-executive Directors are considered by the Board to be independent for the purposes of the Combined Code. The Senior Independent Director is Jonathan Bloomer.

Following the appointment of Jonathan Davis in February 2008, the Hargreaves Lansdown Remuneration Committee and the Audit Committee are comprised solely of independent Non-executive Directors and is therefore in compliance with the Combined Code.