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Committees of the Board
The Chief Executive’s Committee is responsible for the recommendation to the board of strategic and operating plans and on decisions reserved to the board where appropriate. It is also responsible for the executive management of the group’s business. The Committee is chaired by the Chief Executive and meets monthly (except in August). During the year it comprised the executive directors and six senior executives of the company.
The Audit Committee is a committee of the board whose purpose is to assist the board in the effective discharge of its responsibilities for financial reporting and corporate control. The Audit Committee meets quarterly and is chaired by Mr A M Thomson. It comprises all the independent non-executive directors with the group Chairman, the Chief Executive, the Group Finance Director and the external and internal auditors attending by invitation. Click here for a report from the Audit Committee on its activities. Mr Thomson has recent and relevant financial experience as former Finance Director of Smiths Group plc and currently as President of the Institute of Chartered Accountants of Scotland.
Attendance at the board and board committee meetings in 2009/10 was as follows:
| Full Board | MDRC | Nomination Committee | Audit Committee | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Director | Eligible to attend |
Attended | Eligible to attend | Attended | Eligible to attend | Attended | Eligible to attend | Attended | ||||||||
| Sir John Banham | 7 | 7 | 4 | 4 | 2 | 2 | – | 4(1) | ||||||||
| N A P Carson | 7 | 7 | – | 4(1) | – | 2(1) | – | 4(1) | ||||||||
| Sir Thomas Harris | 7 | 7 | 4 | 4 | 2 | 2 | 4 | 4 | ||||||||
| P N Hawker | 3 | 3 | – | – | – | – | – | – | ||||||||
| R J MacLeod | 5 | 5 | – | – | – | – | – | 3(1) | ||||||||
| D W Morgan | 3 | 3 | – | – | – | – | – | – | ||||||||
| L C Pentz | 7 | 7 | – | – | – | – | – | – | ||||||||
| M J Roney | 7 | 7 | 4 | 4 | 2 | 2 | 4 | 4 | ||||||||
| W F Sandford | 5 | 5 | – | – | – | – | – | – | ||||||||
| J N Sheldrick | 3 | 3 | – | – | – | – | – | 2(1) | ||||||||
| D C Thompson | 7 | 6(2) | 4 | 4 | 2 | 2 | 4 | 4 | ||||||||
| A M Thomson | 7 | 7 | 4 | 4 | 2 | 2 | 4 | 4 | ||||||||
| R J W Walvis | 7 | 7 | 4 | 4 | 2 | 1 | 4 | 4 | ||||||||
| Notes | |
| (1) | Includes meetings attended by invitation for all or part of meeting. |
| (2) | Absence due to illness. |
The Nomination Committee is a committee of the board responsible for advising the board and making recommendations on the appointment and, if necessary, dismissal of executive and non-executive directors. The Nomination Committee is chaired by Sir John Banham, the group Chairman, and also comprises all the independent non-executive directors. Click here for a report from the Nomination Committee on its activities.
The Management Development and Remuneration Committee (MDRC) is a committee of the board which determines on behalf of the board the fair remuneration of the executive directors and the Chairman and assists the board in ensuring that the current and future senior management of the group are recruited, developed and remunerated in an appropriate fashion. The MDRC is chaired by Mr R J W Walvis and comprises all the independent non-executive directors together with the group Chairman. The Chief Executive and the Director of Human Resources attend by invitation except when their own performance and remuneration are discussed. Further details are set out in the Remuneration Report.
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