Annual report 2004 (English) - PDF 3546K - Imperial Tobacco

6
Compensation and
Appointments Committee
The four-member Compensation and Appointments
Committee, comprised primarily of independent
directors, informs the Board of Directors of all proposed
appointments, re-election and removal of directors that
the Board of Directors may submit to the Annual General
Meeting, including in the cases of cooptation by the Board
of Directors itself.
The Compensation and Appointments Committee submits
to the Board of Directors the amount of compensation
to be paid to Board members and members of
the Delegated Committees, and the overall compensation
of the Chairman of the Board of Directors and the Chairman
of the Executive Committee. The Committee also proposes
the overall compensation policy for members of the
Management Committee, while ensuring the proper
application of rules on compensation transparency.
The Committee’s principal responsibilities in 2004
consisted in: proposing amendment of the bylaws to
the Board of Directors for submission to the Annual
General Meeting of Shareholders; providing information
on the amendments to the Rules of Procedure of the Board
of Directors and Executive Committee and on the proposal
to adopt new Rules of Procedure of the Annual General
Meeting; informing the Board of Directors of resignations
and appointments of directors; and providing detailed
information on the management compensation policy.
At December 31, 2004, the Committee was comprised
as follows:
Amado Franco Lahoz
Chairman
Charles-Henri Filippi
Jean-Pierre Marchand
Gonzalo Hinojosa Fernández de Angulo
Secretary – Non-member
Miguel Ángel Sánchez-Terán Hernández
The Compensation and Appointments Committee met
three times in 2004.
Rules of Procedure of
the Annual General Meeting
The Annual General Meeting of Shareholders is the
Group’s supreme decision-making body. Its resolutions are
binding on all shareholders, including those who abstained
from voting, those who voted against or those who were
absent, notwithstanding the legally established rights
of objection and withdrawal.
The Chairman of the Board of Directors chairs the
meeting, determining who will speak and the allotted
length of time therefor, and in general making use
of all such powers as may be necessary for the proper
organization and smooth conduct of the meeting.
Up to seven days preceding the date of the Annual General
Meeting, shareholders are entitled to request from
the Board of Directors such information or clarifi cations
as they deem necessary concerning the items on the
agenda or to submit questions in writing concerning
these items. Shareholders are also entitled to request
information or clarifi cations or to submit questions
in writing concerning information provided by the Group
to the public through the stock-market authorities since
the previous Annual General Meeting.
During the Annual General Meeting, the Group’s
shareholders are entitled to verbally request such
information or clarifi cations as they deem necessary
concerning the items on the agenda. If an answer
cannot be provided during the Annual General Meeting,
the directors are required to provide the requested
information in writing within seven days of the Meeting’s
adjournment.
The Rules of Procedure of the Annual General Meeting,
which defi ne the meeting’s organization and operation,
are entered on the Madrid trade register and appear
on the Group’s website.
In recent years, the 25% quorum required by law for
voting on qualifi ed resolutions has always been amply
exceeded at Annual Meetings. Attendance percentages
at the last fi ve Annual Meetings were:
2000 2001 2002 2003 2004
40.73% 44.02% 44.64% 46.84% 51.74%