including the report of the Audit Committee
The Nomination Committee meets on an as needed basis and at the date of this Report is comprised of Sir Roy Gardner (Chairman), Sir James Crosby, Richard Cousins, Susan Murray, Sir Ian Robinson and Don Robert (from 21 July 2009). The committee reviews the structure, size and composition of the Board and its committees and makes recommendations with regard to any changes that are considered necessary, both in the identification and nomination of new directors and appointment of members to the Board’s committees, and the continuation of existing directors in office to ensure that there is a balanced Board in terms of skills, knowledge and experience. The committee retains external search consultants as appropriate (and did so with respect to the appointment of Don Robert) and reviews the leadership needs of the Group to enable it to compete effectively in the marketplace. The committee also advises the Board on succession planning for executive board appointments although the Board itself is responsible for succession generally. The committee met twice during the year and director attendance for such meetings is shown in the table under Meetings attendance.
At the date of this Report the Remuneration Committee comprises Sir James Crosby (Chairman), Steve Lucas, Tim Parker (from 1 November 2008) and Susan Murray (from 21 July 2009), all of whom are independent within the definition set out in the Code. The committee met four times during the year and director attendance for each meeting is shown in the table under Meetings attendance. The committee is responsible for making recommendations on remuneration to the Board. Details are set out in the Director’s Remuneration report.
The Chairman of the Remuneration Committee attends the Annual General Meeting to respond to any shareholder questions that might be raised on the committee’s activities.
The General Business Committee comprises all the executive directors and meets as required to conduct the Company’s business within the clearly defined limits delegated by the Board and subject to those matters reserved to the Board.
The Corporate Responsibility Committee comprises Susan Murray (Chairman from 1 November 2008), Sir Roy Gardner (Chairman to 31 October 2008), Richard Cousins, Andrew Martin, Steve Lucas, Mark White and the Group Human Resources Director. The committee’s primary responsibilities include; health, safety and environment practices, business conduct, the promotion of employee engagement and diversity and community investment.
The Disclosure Committee comprises Andrew Martin, Mark White, the Group Financial Controller and the Director of Corporate Strategy, Media and Investor Relations. The committee meets as required to deal with all matters relating to public announcements of the Company and the Company’s obligations under the Listing Rules and DTR of the UK Listing Authority.
The Executive Committee is the key management committee and comprises the executive directors of the Company, the General Counsel and Company Secretary, the Group Human Resources Director and the Group Managing Directors. The committee normally meets monthly and is responsible for developing the Group’s strategy and capital expenditure and investment budgets and reporting on these areas to the Board for approval, implementing Group policy, monitoring financial, operational and customer quality of service performance, health and safety, purchasing and supply chain issues, succession planning, and day-to-day management of the Group.
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