CtW Investment Group Calls on National Express to Address Governance Failures at May 10 Annual Meeting

By Ctw Investment Group, PRNE
Sunday, April 17, 2011

Says Elliott Challenge and Contested Election Demand Explanation from Chairman

WASHINGTON, April 18, 2011 - Today, the CtW Investment Group called on National Express Group, plc
("National Express") (LSE:NEX) Chairman John Devaney to step forward at the
company's Annual General Meeting May 10th and address investor concerns
regarding governance failures on the Board's Nomination Committee. Citing the
election contest mounted by Elliott Fund Advisors (UK) Ltd. as evidence of
these failures, CtW noted in its letter to Devaney that National Express'
Nomination Committee is not in compliance with the Combined Code on Corporate
Governance regarding Director independence and is internally divided, with
one Committee member reportedly backing the dissident directors proposed by
the hedge fund Elliott Advisors (UK) Ltd.

The CtW Investment Group's April 18, 2011 letter to the National Express
board is available at: ctwinvestmentgroup.com/. The full text of the
letter is below:

April 18, 2011

    John Devaney
    Chairman, National Express Group PLC
    National Express House
    Mill Lane
    Birmingham B5 6DD

Dear Mr. Devaney:

In light of the highly publicised investor challenge from Elliott
Advisors (UK) Ltd. ("Elliott") concerning the make-up of National Express
Group's ("National Express") Board of Directors, we are deeply concerned
about the ability of the Board's Nominating Committee to independently and
thoughtfully execute its responsibilities in the best interest of the Company
and its shareholders. We believe that the failure to adhere to best practice
regarding appointments to the Board has invited a contentious engagement with
Elliott, which now imperils long-term shareholder interests and heightens
investor concerns about management distractions during a boardroom struggle.
Therefore, we call on you, as Chairman, to report to shareholders at the 10
May 2011
Annual General Meeting ("AGM") about all steps the Nominating
Committee ("the Committee") has taken in its review of the Board and in
developing a "short list" of potential non-executive director ("NED")
nominees. We further call on you to describe at the AGM how the Board intends
bring the Committee from this year onwards into full compliance with the 2010
UK Corporate Governance Code ("the Code").

The Committee, in our view, is failing to follow a coherent process for
identifying and nominating new NEDs. Until the resolutions were proposed by
Elliott, the Committee appeared to be engaged in a multi-year review process
and in no particular hurry to appoint new non-executive directors to the
Board. Now the Committee appears to be discarding its full scale Board
evaluation in favor of a "rush" to draw up a shortlist of candidates and
present them in private discussions with dissident shareholders.(1) To
compound this confusion, one of the three Committee members now reportedly
supports the dissident Board candidates put forth by Elliott. We fail to see
how a divided Committee and an expedited process for appointments will yield
the best qualified independent directors who will serve the interests of all

As you note in your 4 April 2011 letter in opposition to Elliott's
nominees, the Code makes clear that "there should be a formal, rigorous and
transparent procedure for the appointment of new directors to the Board."
Unfortunately the Committee's own selection process appears anything but
formal, rigorous, and transparent. We note in particular that the recent
actions taken by the Committee as announced in your shareholder letter on 4
April 2011
do not correspond with your annual report, which was released 28
March 2011
. You stated in the annual report that, "we delayed undertaking a
full scale Board evaluation during 2010," opting instead for an "interim
review in late 2010 which…will be followed, in late 2011 or early 2012, by
a further full evaluation which will be externally facilitated." Suddenly, on
4 April 2011 shareholders learned that the Committee has appointed executive
search firms and that "shortlists of candidates are currently being
assembled." Indeed, you seem to be criticizing the very practice the
Committee itself is now undertaking in writing on 4 April 2011: "To seek to
appoint new non executive directors outside of a formal process, particularly
when such a process is already underway, is, in the view of the Board, an
attempt to circumvent best corporate governance procedures and I strongly
encourage shareholders to resist this."

The apparent lack of procedural coherence in selecting potential
candidates for the Board is compelling evidence that the Committee can not
effectively fulfill its primary function and therefore requires reform. As
you know, the Committee is comprised of a majority of non-independent
directors, contrary to provision B.2.1 of the Code, which states that "a
majority of members of the nomination committee should be independent
non-executive directors."(2) Curiously, there appears to be no public plan to
bring the Committee into compliance with the Code, even though the lack of
compliance seems linked to difficulties with investors (and Committee
members) who long for "fresh impetus and thinking" at National Express.

To be clear, we do not support the actions or proposed plans of Elliott,
as put forward in their 15 April investor presentation, which mainly appear
to promote short-term gains rather than a long-term strategic vision for
National Express. However, we believe that successful businesses make best
practice in corporate governance their foundation for long-term success. To
date, National Express has been wanting in this respect in our view.

We urge you to engage with all your shareholders regarding the
composition and activity of the Nominating Committee and to step forward at
the 10 May 2011 AGM with a full report on the steps that will be undertaken
to correct the Board's governance deficiencies. We ask that you make
transparent the Committee's Board review process, including the process
followed to develop a "short list" of NED nominees and that you detail a plan
to bring the Nominating Committee into compliance with the UK Corporate
Governance Code of June 2010.

We look forward to your response to this letter as soon as practicable
and to your report on the Board's handling of these issues at the company's

    William Patterson
    Executive Director

cc: Tim Score, Dean Finch, Jorge Cosmen, Roger Devlin, Jez Maiden,
Miranda Curtis, Sir Andrew Foster, Tony McDonald

** Note: For additional information or comment please contact Ed Keyser
at edward.keyser@changetowin.org or at +1-202-255-6433. **

(1)The Telegraph, "National Express rushes to appoint directors to head
off showdown," 4/12/2011.

(2) Financial Reporting Council, The UK Corporate Governance Code, June
, p. 14.

CONTACT: Ed Keyser, +1-202-721-6063


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