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Financial and Governance

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Financial statements for the year ended 27 March 2011 and 28 March 2010

Consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated balance sheet, consolidated statement of cash flows and notes to the Group financial statements,

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Risk management and control

The Board believes that effective risk management and a sound control environment are fundamental to Royal Mail’s business. The system is designed to manage rather than eliminate the risk of failure as taking on risk is inherent in undertaking the commercial activities of the Group.

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Royal Mail Holdings plc Board

Biographies of Chairman, Non-executive Directors and Executive Directors.

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Directors’ report

The Directors present the Group financial statements for Royal Mail Holdings plc. These financial statements relate to the year ended 27 March 2011 (2010 year ended 28 March 2010).

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Corporate governance

The Board is committed to high standards of Corporate Governance and supports the Combined Code on Corporate Governance (the Code), published in July 2003 and revised in June 2008. The Company has fully complied with the provisions set out in section 1 of the Code during the year in so far as they are appropriate to a public company with a single shareholder.

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Directors’ remuneration report

The Company’s remuneration policy and practices follow the UK Corporate Governance Code (formerly known as the Combined Code). This report explains the Committee’s policy and gives details of the current remuneration practices in accordance with the Directors’ Remuneration Report Regulations, in so far as Royal Mail as a non-listed company can comply with them.

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Statement of Directors’ responsibilities in relation to the Group financial statements

The Directors are responsible for preparing the Directors’ Report and the financial statements in accordance with applicable law and regulations.

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