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Corporate Governance Statement

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The Company is committed to the principles of corporate governance contained in the Combined Code on Corporate Governance (the Code) that was issued in 2006 by the Financial Reporting Council for which the Board is accountable to shareholders. Throughout the year ended 31 December 2008 the Company was in compliance with all the Code provisions set out in Section 1 of the Code except for Code Provision A.2.2. This is because from the beginning of the financial year until 17 March 2008 Mr Rigby served as Chairman, and did not meet the independence criteria prescribed by the Code since immediately prior to his appointment he had been Chief Executive. In accordance with Code Provision A.2, the Company appointed Derek Mapp as Chairman and reappointed Peter Rigby as Chief Executive on 17 March 2008.

Together this report and the Directors' Remuneration Report explain how the Company has applied the principles and supporting principles of Good Governance set out in Section 1 of the Code.

The Board

The Group is controlled through its Board of Directors. The Board's main roles are to create value for shareholders, to provide leadership of the Group, to approve the Group's strategic objectives and to ensure that the necessary financial and other resources are made available to enable those objectives to be met.

A schedule which sets out the matters reserved for the Board's approval is reviewed and updated annually. The specific responsibilities reserved for the Board include: approving the Group's long-term objectives and commercial strategy; approving the Group's annual operating and capital expenditure budgets; reviewing operational and financial performance; approving major acquisitions, disposals and capital projects; reviewing the Group's systems of internal controls and risk management; reviewing the environmental, health and safety policies of the Group; approving appointments to and removals from the Board and of the Company Secretary; and approving policies relating to Directors' remuneration.

The Board has delegated the following activities to the Executive Directors: the development and recommendation of strategic plans for consideration by the Board that reflect the longer-term objectives and priorities established by the Board; implementation of the strategies and policies of the Group as determined by the Board; monitoring of the operating and financial results against plans and budgets; monitoring the performance of acquisitions and investments against plans and objectives; prioritising the allocation of capital, technical and human resources and developing and implementing risk management systems.

The Roles of the Chairman, Chief Executive and Senior Independent Director

The division of responsibilities between the Chairman of the Board, the Chief Executive and the Senior Independent Director comply with the guidance from the UK Institute of Chartered Secretaries and Administrators (ICSA) and as such are clearly defined.

Derek Mapp was appointed as Non-Executive Chairman on 17 March 2008. As Chairman, he leads the Board and is responsible for setting its agenda and ensuring its effectiveness. He is also responsible for ensuring that Directors receive accurate, timely and clear information and for effective communication with shareholders. He facilitates the effective contribution of Non-Executive Directors and constructive relations between the Executive and Non-Executive Directors. He also acts on the results of the Board performance evaluation by recognising the strengths and addressing the weaknesses of the Board, and, where appropriate, proposes new members be appointed to the Board or seeking the resignation of Directors.

Peter Rigby was re-appointed as Chief Executive on 17 March 2008 and has the responsibility of running the Company. As Chief Executive, he has direct charge of the Group on a day-to-day basis and is accountable to the Board for its operational and financial performance. He is also primarily responsible for implementation of the Company's strategy including ensuring the achievement of the Group's budgets and optimising the Group's resources. He also has primary responsibility for managing the Group's risk profile, identifying and executing new business opportunities and for management development and remuneration.

Dr Kirby was appointed as Senior Independent Director on 17 March 2008 and is available to meet shareholders on request and to ensure that the Board is aware of any shareholder concerns not resolved through existing mechanisms for investor communication.

Directors and Directors' Independence

As at 31 December 2008 the Board comprised five independent Non-Executive Directors, one of whom is the Chairman, and two Executive Directors all of whom have served throughout the 2008 financial year. In addition, from 1 January to 17 March 2008 it included David Gilbertson as a third Executive Director.

The Board includes independent Non-Executive Directors who constructively challenge and help develop proposals on strategy and bring strong, independent judgement, knowledge and experience to the Board's deliberations. The independent Directors are of sufficient calibre and number that their views carry significant weight in the Board's decision-making process. The Board considers all of its Non-Executive Directors to be independent in character and judgement.

The Board has considered the independence of Sean Watson with particular care in view of his position as a partner at the law firm of CMS Cameron McKenna, one of several legal advisers used by the Company. The Board does not consider the relationship between the Group and the law firm to be of a material nature given that the transaction values between the two entities have been considerably less than 1% of their respective total revenues during each of the three years ended 31 December 2008. In addition, Sean Watson does not lead any transaction or have any active role in any work undertaken by the law firm on behalf of the Company. Sean Watson is to retire from the Board at the 2009 AGM.

There is an agreed procedure in place for the Directors to obtain independent professional advice, at the Group's expense, should they consider it necessary to do so in order to carry out their responsibilities.

The Directors' contracts are available for inspection at the registered office during normal business hours and will be available for inspection at the AGM.

Professional Development

On appointment the Directors receive relevant information about the Group, the role of the Board and the matters reserved for its decision, the terms of reference and membership of the principal Board Committees and the powers delegated to those Committees, the Group's corporate governance policies and procedures and the latest financial information about the Group. This is supplemented by visits to key locations and meetings with key senior executives. On appointment Directors are also advised of their legal and other duties and obligations as a Director of a listed company.

Throughout their period in office, the Directors are continually updated on the Group's business and the environment in which it operates, by written briefings and by meetings with senior executives, who are invited to attend and present at Board meetings from time to time. They are also updated on any changes to the legal and governance requirements of the Group and those which affect themselves as Directors and are able to obtain training, at the Group's expense, to ensure they are kept up-to-date on relevant new legislation and changing commercial risks.

Performance Evaluation

The Board utilises a formal and rigorous process, led by the Chairman, for the annual evaluation of the performance of the Board, its principal committees and individual Directors, with particular attention to those who are due for re-appointment. On appointment the Directors are made aware that their performance will be subject to evaluation.

For 2008 the evaluation was performed by the Chairman who conducted a series of focused interviews with each member of the Board in his or her capacity as a Director and, where applicable, as a member or Chairman of a principal committee. The findings and recommendations of the review were presented to the Board as a whole, with a view to implementing any recommendations made to improve the overall effectiveness of the Board during 2009. The Non-Executive Directors, led by the Senior Independent Director, also met without the Chairman present to conduct an evaluation of the Chairman's performance.

At the beginning of 2008 due to the then non-compliant structure of the Board in having an Executive Chairman, the Board had thought it appropriate for an external board evaluation to be carried out at the end of 2008. However, as the Board composition reverted to a conventional structure with a Non-Executive Chairman in March 2008, the Board has decided that it is appropriate for the new Non-Executive Chairman to lead the Company's Board evaluation process in 2009.

Re-election

All of the Company's Directors are subject to annual re-election at the 2009 AGM, except for Sean Watson who is to step down from the Board on that date.

The Company Secretary

The Company Secretary is responsible for advising the Board through the Chairman on all governance matters and all Directors have access to the advice and services of the Company Secretary.

Information

Regular reports and papers are circulated to the Directors in a timely manner in preparation for Board and Committee meetings. These papers are supplemented by any information specifically requested by the Directors from time to time.

The Non-Executive Directors receive monthly management reports from the Chief Executive and the Finance Director which enable them to scrutinise the Group's and management's performance against agreed objectives.

Relations with Shareholders

Each of Derek Mapp as Chairman and Dr Kirby as Senior Independent Director provides the Board with feedback on any issues raised with them by shareholders.

The Executive Directors have frequent discussions with institutional shareholders on a range of issues affecting the Group's performance. These include meetings with the Group's largest institutional shareholders on an individual basis following the announcement of the Group's interim and annual results. In addition, the Group responds to individual ad hoc requests for discussions from institutional shareholders. Following meetings held with shareholders after the interim and annual results announcements, the Board is provided with feedback from the Executive Directors, the Group's brokers and its public relations advisers on investor perceptions. The Company's brokers' reports on the Group are also circulated to all Directors, as are monthly reports of significant changes in the holdings of larger investors.

The AGM, for which at least 20 working days' notice is given and where shareholders are invited to ask questions during the meeting and are able to meet with the Directors after the meeting, is normally attended by all the Directors. The number of proxy votes for, against or withheld in respect of each resolution is disclosed at the AGM and a separate resolution is proposed for each item.

The Group's corporate website at www.informa.com contains a wide range of information of interest to both institutional and private investors, including any announcements made by the Company to the FSA as well as video recordings of the interim and annual presentations made to analysts.

Going Concern Basis

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out from Chairman's Statement to Chief Executive's Review

As set out in Corporate and Risk Information a number of risk factors and uncertainties affect the Group's results and financial position. In particular the current economic climate creates uncertainties over the level of demand for the Group's products and services. The Group adopts an extensive budgeting process in forecasting its trading results and cash flows and updates these forecasts to reflect current trading on a regular basis.

The Group's net debt and banking covenants are discussed in the Financial Review and the exposure to liquidity risk is discussed in Note 26 to the financial statements.

The Group sensitises its projections to reflect reasonably possible changes in trading performance and cash conversions, taking into account its substantial deferred revenues (£309.3m at 31 December 2008).These forecasts and projections show that the Group should be able to operate within the level of its current facility and meet its covenant requirements.

After making enquiries, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future.Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts.

Procedures to deal with Directors' conflicts of interest

The Company's Articles, which were adopted at the AGM on 15 May 2008, comply with Section 175 of the Act covering Directors' conflicts of interest.The Articles allow the Board to authorise any matter that would otherwise involve a Director breaching his duty under Section 175 to avoid conflicts of interest.The Company has procedures in place to deal with a situation where a Director has a conflict of interest.As part of this process, the Board will endeavour to:

consider each conflict situation separately on its particular facts;
consider the conflict situation in conjunction with the rest of the Director's duties under the Companies Act 2006;
keep records and Board minutes as to authorisations granted by Directors and the scope of any approvals given; and
regularly review conflict authorisations.

Internal Control and Risk Management

The Board is responsible for the Group's system of internal control and for reviewing its effectiveness.Such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable, and not absolute, assurance against materialmisstatement or loss.The concept of reasonable assurance recognises that the cost of control procedures should not exceed the expected benefits

The Board has an ongoing process for identifying, evaluating and managing the significant risks faced by the Group.In accordance with theCode, the Board regularly reviews this process, which has been in place from1 January 2008 to the date of approval of this Annual Report, and accords with the Turnbull Guidance on Internal Control published in 2005.

The Board regularly reviews the effectiveness of the Group's system of financial and non-financial internal controls, including operational andcompliance controls, risk management and the Group's high-level internal control arrangements.

The Board's monitoring is based principally on reviewing reports from management to consider whether significant risks have been identified, evaluated, managed and controlled and whether any significant weaknesses are promptly remedied and indicate a need for more extensive monitoring.

In addition, the Board performs a formal risk assessment, which is embedded through the annual planning cycle into the operations of the Group.Each operating unit prepares a business plan, which sets out detailed objectives, which are submitted to Executive management and the Board for approval.As an integral part of the plan, each operating unit considers the significant risks to its business and to the achievement of the proposed plan.In doing so, each unit measures its progress and completion against a series of mitigating control actions designed to address these risks.

In consolidating unique risk events group-wide, this risk model not only assists in the allocation of Internal Audit resource to provide assurance on significant risks in its annual plan, but also enables both Executive Directors and the Audit Committee, which assists the Board in discharging its review responsibilities, to monitor operating units' progress in implementing programmes aimed at mitigating risk.These review responsibilities that are assisted by the operation of a risk committee.In previous years this has been chaired by the Chairman of the Audit Committee.Towards the end of 2008 this committee has been reconstituted and is now chaired by the Finance Director and now has greater representation from the Group's operating units.

Board Meetings and Committees

The number of scheduled Board meetings and Committee meetings attended as a member by each Director during the year was as follows:

	Scheduled Board meetings (of 6)	Nomination Committee meetings (of 1)	Remuneration Committee meetings (of 3)	Audit Committee meetings (of 3)

D Mapp¹	6	1	2	1
P Rigby	6	1	-	-
D Gilbertson²	1	-	-	-
A Walker³	5	-	-	-
S Watson	5	1	3	3
P Kirby	6	1	3	-
J Davis	6	1	-	3
B O'Neill	6	1	3	3

Mr Mapp was appointed as Chairman of the Company on 17 March 2008 and upon that appointment ceased to be a member of the Audit and Remuneration Committees.
David Gilbertson ceased to be Chief Executive on 17 March 2008.
Adam Walker became Finance Director on 28 March 2008, following the holding of the first Board meeting of the year.

In addition, each of the Directors attended unscheduled meetings from time to time for transactional and one-off purposes.

Nomination Committee
The Company has established a Nomination Committee whose terms of reference are available on the Company's website.

The Nomination Committee is chaired by John Davis and also comprises the Chairman, Derek Mapp, and the Senior Independent Director, Dr Kirby.

The Nomination Committee considers the mix of skills and experience that the Board requires and seeks the appointment of Directors who meet those requirements to ensure that the Board is effective in discharging its responsibilities.

The Nomination Committee met once during 2008, for the purpose of agreeing the Committee memberships of Dr O'Neill and the maximum terms of office of the members of the Audit Committee.

Remuneration Committee

The membership of the Remuneration Committee is set out in the Remuneration Report. The Committee's terms of reference are available on the Group website. The Committee's principal responsibilities are to:

set, review and recommend to the Board for approval the remuneration policy and strategy with respect to the Executive Directors;
set, review and approve the individual remuneration packages of the Executive Directors including terms and conditions of employment and any changes to the packages; and
approve the introduction and rules of any Group share-based incentive schemes.

Audit Committee

The membership of the Audit Committee comprises Dr O'Neill, as Chairman of the Committee, Sean Watson and John Davis. The Committee's terms of reference are available on the Company's website. It met three times during 2008.

The Audit Committee has at least one member possessing recent and relevant experience, as described in the Smith Report appended to the Code. Its Chairman, Brendan O'Neill, has extensive experience of audit committee procedures, and John Davis is a qualified chartered accountant and the Chief Financial Officer of Yell Group plc, a listed company.

The Audit Committee monitors the integrity of the Group's financial statements and any formal announcements relating to the Group's performance. The Committee is responsible for monitoring the effectiveness of the external audit process and making recommendations to the Board in relation to the appointment, re-appointment and remuneration of the external auditors. It is responsible for ensuring that an appropriate relationship between the Group and the external auditors is maintained, including reviewing non-audit services and fees. The Committee also reviews annually the Group's system of internal controls and the process for monitoring and evaluating the risks faced by the Group. It reviews the effectiveness of the Group Internal Audit function (which includes business risk management) and is responsible for approving, upon the recommendation of the Chief Executive, the appointment and termination of the head of that function. These responsibilities are principally carried out through the Risk Committee whose activities are overseen by the Chairman of the Audit Committee.

The Committee meets as appropriate with the Executive Directors and management, as well as privately with both the external and internal auditors.

In 2008 the Committee discharged its responsibilities primarily by:

reviewing the Group's draft preliminary and interim results statements prior to Board approval and reviewing the external auditors' detailed reports thereon;
reviewing the Group's interim management statements and pre-close period updates prior to their release;
reviewing the appropriateness of the Group's accounting policies;
reviewing regularly the impact on the Group's financial statements of matters such as the adoption of International Financial Reporting Standards;
recommending to the full Board, which adopted the recommendation, the reappointment of Deloitte LLP as the Group's external auditors;
reviewing and approving the audit fee and reviewing non-audit fees payable to the Group's external auditors;
reviewing the external auditors' plan for the audit of the Group's accounts, which included key areas of scope of work; key risks on the accounts; confirmations of auditor independence and the proposed audit fee and approving the terms of engagement for the audit;
reviewing the Group's system of controls and its effectiveness;
reviewing the Group's systems to identify and manage risks (including regular consultation with the Head of Internal Audit) ;
reviewing the ongoing reports from Business Risk Management; and
reviewing post-acquisition reports on integration and performance of significant recent acquisitions compared to plans.

The Audit Committee also monitors the Group's whistleblowing procedures to ensure that appropriate arrangements are in place for employees to be able to raise matters of possible impropriety in confidence, with suitable subsequent follow-up action.

The Audit Committee also undertakes a thorough performance evaluation which is led by the Chairman of the Committee.

Auditor Independence and Objectivity

The Audit Committee regularly monitors the scope of the services and the non-audit services being provided to the Group by its external auditors to review the independence and objectivity of the external auditors, taking into consideration the relevant professional and regulatory requirements, so that these are not impaired by the provision of permissible non-audit services. Any activities that may be perceived to be in conflict with the role of the external auditors must be submitted to the Committee for approval prior to engagement.

Corporate Responsibility (CR)

Keith Brownlie is the senior executive with day-to-day responsibility for Corporate Responsibility direction and development. He served in this capacity throughout 2008. The Group's CR priorities and strategy are formulated and led by a CR committee which is chaired by the Chief Executive, Peter Rigby. Meetings are minuted and information fed through to other senior level committees when appropriate. In 2008, initiatives considered include Informa's product development and marketplace activities, health, safety and environmental performance, community activities, best practice for suppliers and ethical guidance for journalists.

CR priorities have been decided upon using a diverse range of stakeholder insights including:

In-house expertise from colleagues who provide products and services in the social, environmental or business ethics fields;
Regular presentations from external parties at Group CR Committee meetings;
Institutional investor feedback and insights;
The Group's annual staff survey and perennial staff communications;
Feedback and questions from the Group's customers;
Dialogue with Trade Unions and NGOs;
The Group's membership of Corporate Responsibility networks such as the MediaCSRForum (www.mediacsrforum.org); and
Advice from our retained CR advisers.

The areas which the Group considers most important to the business and which form the core of its CR strategy are as follows:

Providing a rewarding, fair and inspiring workplace for staff

The quality of its people is the single greatest advantage which Informa have. The Group is rich in intellectual capital - its responsibility is to provide a transparent and unbiased meritocracy and invest in human resource tools and techniques to support this.

Ensuring product integrity and quality

Many of the Group's customers demonstrate strong loyalty and depend on the information which the Group provides to them. It is the Group's responsibility not to break this trust.

Managing environmental impacts

The Group impacts the environment via its day-to-day business operations and through its product and service footprint. It is the Group's responsibility to monitor, and reduce these impacts where practicable and keep up-to-date with stakeholder expectations.

Maintaining and improving customer service levels

It is the Group's responsibility to anticipate, meet and exceed its institutional and individual customer expectations.

Giving back to the communities in which it operates

Business and society need to progress hand in hand and Informa has a responsibility to support employees who wish to give back to the communities which they operate. The Group believes that this directly improves their working value too.

The Group monitors performance through appropriate KPIs reflecting each area of its CR strategy. The Group's performance to date suggests that although there is a lot more to do, it is progressing in line with its strategic aims. For more information on specific activities in each of these areas, including performance data and Informa's plans for 2009 please refer to the separate 2008 Corporate Responsibility Report at www.informa.com.