The names of our Directors, together with biographical details, are set out on Governance section and incorporated by reference into this report and deemed part of this report.

At the 2009 Annual General Meeting, Roger Carr and Todd Stitzer will retire by rotation in accordance with Article 83 (A) (ii) of the Articles of Association, and, being eligible, will each offer themselves for re-election. Ken Hanna will retire as a Director with effect from 3 April 2009.

Baroness Hogg, Colin Day and Andrew Bonfield will also retire and offer themselves for election in accordance with Article 83 (A) (i) of the Articles of Association, having been appointed as Directors since the last Annual General Meeting.

The explanatory notes to the Notice of Meeting set out why the Board believes that these Directors should be re-elected or elected.

Capital Structure

Details of the authorised and issued share capital, together with details of movements in the issued share capital of Cadbury plc during the year are shown in Note 28 which is incorporated by reference and deemed to be part of this report. The Company has one class of ordinary shares which carry no right to fixed income. Each share carries the right to one vote at general meetings of the Company.

The percentage of the issued nominal value of the ordinary shares is 100% of the total issued nominal value of all share capital.

There are no specific restrictions on the size of a holding nor on the transfer of shares, which are both governed by the general provisions of the Articles of Association and prevailing legislation. The Directors are not aware of any agreements between holders of the Company’s shares that may result in restrictions on the transfer of securities or on voting rights.

Details of employee share schemes are set out in Note 26. Shares are held by the Cadbury Employee Benefit Trust. The trust waives its right to vote on the shareholding, and to a dividend.

No person has any special rights of control over the Company’s share capital and all issued shares are fully paid.

With regards to the appointment and replacement of Directors, the Company is governed by its Articles of Association, the Combined Code, the Companies Act and related legislation. The Articles themselves may be amended by special resolution of the shareholders. The powers of Directors are described in the Main Board’s Terms of Reference, copies of which are available on request, and the Corporate Governance Report on Corporate governance report.

At the 2008 AGM of Cadbury Schweppes plc the Directors were authorised to issue relevant securities up to an aggregate nominal amount of £87,100,490 (approximately 33% of the issued ordinary share capital as at 10 March 2008); renewal was also sought for the following authorities: (a) for the Directors to allot relevant securities and to allot equity securities for cash (up to a maximum aggregate nominal amount of £13,197,043) other than on a pre-emptive basis, shareholders having approved similar resolutions annually in the Group’s ultimate parent company (previously Cadbury Schweppes plc) since 1982; and (b) for the Company to purchase its own shares (maximum total nominal value of £26,394,087 shareholders having approved a similar resolution in Cadbury Schweppes plc annually since 1998. The Directors did not utilise this authority during 2008 and have no present intention to issue shares in the Company for cash other than in connection with its share option and incentive schemes. The authority to purchase shares was not used in 2008 and has not been used since 1999. The Directors will seek to renew similar authorities in 2009.

Directors’ responsibilities

The Statement of Directors’ responsibilities in relation to the financial statements is set out on Financial statements section. The statement by the auditors on corporate governance matters is contained in their report on Financial statements section.

Directors’ share interests

The interests in the share capital of the Company of Directors holding office during the period at the beginning of the period, 1 January 2008 (or date of appointment if later), and the end of the period, 31 December 2008, are detailed in the Directors’ Remuneration Report.

Directors’ indemnities

Since February 2005, we have granted indemnities to each of the Directors, one member of our senior management and the Group Secretary to the extent that the Company is permitted by law. These indemnities are uncapped in amount, in relation to certain losses and liabilities which they may incur to third parties in the course of acting as directors (or company secretary as the case may be) or employees of the Company or of one or more of its subsidiaries or associates.