Financial reporting and going concern

Explanations of the directors' responsibilities for preparing the financial statements below and the auditors' responsibility for reporting on those statements are here.

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Business Review. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the Financial Review, and in the Risk Management section. In addition, Note 9 to the financial statements includes, or references, the Group's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments; and its exposures to credit risk and liquidity risk.

The Group has considerable financial resources and as a consequence the directors believe that the Group is well placed to manage its business risks successfully despite the current uncertain economic outlook.

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 financial statements.

Rachel Rowson (Deputy Company Secretary), Jon Aisbitt (Chairman) and
Miriam McKay (Head of Investor Relations).

Communications with shareholders

Institutional investors

Man undertakes a comprehensive programme of meetings and events for institutional investors and research analysts. In the year under review, this programme included some 250 investor meetings, preliminary and interim results presentations, and conference calls relating to interim management and pre-close trading statements. The Chairman attends results presentations to investors, and investor feedback and opinion is circulated at least quarterly to the Board. The Chairman and Senior Independent Director made themselves available for meetings with major shareholders in the course of the year, although demand for these meetings was low.

Private investors

The Company likes to take the opportunity offered by the Annual General Meeting to communicate directly with private shareholders. The Chairman gave a first quarter trading update on the Company's business at the 2008 Annual General Meeting and this was followed by a brief presentation on the future of the business by the Chief Executive. Shareholders were invited to ask questions of the directors at the meeting itself and informally afterwards. It is proposed to build on this approach at the 2009 Annual General Meeting and develop further the opportunity for business discussion and dialogue with shareholders. All the formal aspects of the Annual General Meeting are conducted in accordance the Combined Code provisions.

Corporate website

In the course of the year, Man redesigned its corporate website to improve communication with a range of stakeholders, including institutional and private shareholders. Our website www.mangroupplc.com now includes information about the industry in which we operate, our strategy and business performance, corporate responsibility initiatives, careers opportunities at Man and key information for shareholders such as dividend payment schedules.

Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report, the Remuneration Report and the Group and the parent company financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the Group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union, and the parent company financial statements and the Remuneration Report prepared in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). The Group and parent company financial statements are required by law to give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period. In preparing those financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state that the Group financial statements comply with IFRSs as adopted by the European Union, and with regard to the parent company financial statements that applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
• prepare the financial statements on a going concern basis, unless it is inappropriate to presume that the Group will continue in business, in which case there should be supporting assumptions or qualifications as necessary.

The directors are also required by the Disclosure and Transparency Rules of the Financial Services Authority to include a management report containing a fair review of the business and a description of the principal risks and uncertainties facing the Group and Company. The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements and the Remuneration Report comply with the Companies Act 1985 and, as regards the Group financial statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Each director confirms that so far as he/she is aware, there is no relevant audit information of which the Group's auditors are unaware, and that he/she has taken all the steps that he/she ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the Group's auditors are aware of that information. This confirmation is given and should be interpreted in accordance with the provisions of Section 234ZA of the Companies Act 1985. The directors are responsible for the maintenance and integrity of the Company's website and legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Directors' statement pursuant to the Disclosure and Transparency Rules

The directors confirm that, to the best of each person's knowledge and belief:

• the Group financial statements prepared in accordance with IFRSs as adopted by the EU and the parent company financial statements as prepared under UK GAAP give a true and fair view of the assets, liabilities, financial position and profit of the Group and Company; and
• the management report contained in the Business Review includes a fair review of the development and performance of the business and the position of the Company and Group, together with a description of the principal risks and uncertainties that they face.

Kevin Hayes

Company Secretary

28 May 2009