Directors' Report: Governance - British American Tobacco

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www.bat.com/annualreport2009 Directors’ report: Governance British American Tobacco Annual Report 2009 61 From the Chairman Performance and strategy Regional review Financial review Governance Group financial statements Parent Company financial statements Shareholder information
1. Richard Burrows (Irish) Chairman ▲ Appointed a Director in September 2009 and Chairman on 1 November 2009, having previously held the posts of Chief Executive at Irish Distillers and Co-Chief Executive at Pernod Ricard. He is currently a Non-Executive Director of Rentokil Initial and Carlsberg. He was Governor of the Bank of Ireland from 2005 until 2009 and Chairman of the Scotch Whisky Association 2006-2007. He is Chairman of the Nominations Committee. (64) 2. Sir Nicholas Scheele (British/US) Non-Executive Director ▲ ■ ● ◆ Appointed a Director in 2005 and Senior Independent Director in May 2008. He is Chairman of The Cambridge-MIT Institute and Key Safety Systems, Inc. (USA) and a Director of Pegasus Holdings Group (USA) and Grupo Proeza (Mexico). (66) 3. Paul Adams (British) Chief Executive Appointed a Director in March 2001 and Chief Executive in January 2004. He joined British American Tobacco in July 1991 and held senior appointments as Regional Director, Asia-Pacific and Regional Director, Europe prior to becoming Deputy Managing Director in June 2001 and Managing Director in January 2002. (56) 4. Ben Stevens (British) Finance Director Appointed a Director in March 2008 and Finance Director in April 2008. Since joining British American Tobacco in 1989 he has held a number of senior finance and general management roles particularly in western Europe, south Asia and Russia. He was appointed to the Management Board in 2001 as Development Director and was Director, Europe from January 2004. (50) BOARD OF DIRECTORS 1 2 3 4 5 6 7 8 9 10 11 5. Nicandro Durante (Brazilian/Italian) Chief Operating Officer Appointed a Director and Chief Operating Officer on 1 January 2008 having previously been Regional Director for Africa and Middle East and a member of the Management Board since March 2006. He previously held senior general management roles in Brazil (including President of Souza Cruz) and also in the UK and Hong Kong. He was appointed a Director of Reynolds American Inc. in December 2008. (53) 6. Karen de Segundo (Dutch) Non-Executive Director ▲ ● ◆ Appointed a Director in October 2007. Karen retired as CEO Shell International Renewables and President Shell Hydrogen in 2005. She is currently a Non-Executive Director of Lonmin plc, Ensus Holding Limited, E.ON AG, Pöyry Oyj and Royal Ahold NV. She chairs the Corporate Social Responsibility Committee. (63) 7. Robert Lerwill (British) Non-Executive Director ▲ ■ ● Appointed a Director in 2005, he is Chairman of the Audit Committee. He is a Non-Executive Director of Synergy Health PLC and was formerly a Director of Cable & Wireless plc, WPP Group PLC, The Anthony Nolan Trust and Chief Executive of Aegis Group plc. (58) 8. Dr Ana Maria Llopis (Spanish) Non-Executive Director ▲ ● ◆ Appointed a Director in 2003. She is Founder and Executive Chairman of Global ideas4all, Executive Deputy Chairman of the J F Llopis Foundation and was a member of the Good Governance Working Group for Spanish listed companies. Ana Maria is also a Non-Executive Director of ABN AMRO Bank and a Director of Service Point Solutions, S.A. (Spain), chairing its Remuneration and Nominations Committees. (59) 9. Christine Morin-Postel (French) Non-Executive Director ▲ ■ ● Appointed a Director in October 2007. Christine is currently a Non-Executive Director of Royal Dutch Shell PLC, EXOR S.p.A. (Italy) and 3i Group plc. She previously held a number of executive positions including Chief Executive of Société Générale de Belgique, Executive Vice-President and member of the Executive Committee of Suez and Chairman and CEO of Crédisuez S.A. before her retirement. (63) 10. Dr Gerard Murphy (Irish) Non-Executive Director ▲ ● ◆ Appointed a Director on 13 March 2009. Gerry is a Senior Management Director (partner) at The Blackstone Group having previously been Chief Executive Officer of Kingfisher plc, Carlton Communications plc, Exel plc (formerly NFC plc) and Greencore Group plc. His previous non-executive appointments have included Reckitt Benckiser plc, Abbey National plc, Novar plc and PJ Carroll plc, an Irish subsidiary of British American Tobacco. (54) 11. Anthony Ruys (Dutch) Non-Executive Director ▲ ■ ● A Director from March 2006, he is a member of the Supervisory Board of JANIVO Holdings BV (NL) and a Non-Executive Director of Lottomatica S.p.A. (Italy). In April 2009 he became Chairman of the Supervisory Board of NV Luchthaven Schiphol (NL) and was appointed a Non-Executive Director of the Group’s Indian associated undertaking, ITC Limited, in January 2009. He chairs the Remuneration Committee. (62) Board Committees Committee membership is indicated by the following symbols: ▲ Nominations Committee ■ Audit Committee ● Remuneration Committee ◆ Corporate Social Responsibility Committee 62 British American Tobacco Annual Report 2009 Directors’ report: Governance
Page 1: GOVERNANCE Board of Directors A sum
Page 5 and 6: CONTENTS Chairman’s introduction
Page 7 and 8: meeting to address Jan du Plessis
Page 9 and 10: The Board and its Committees receiv
Page 11 and 12: Accountability and audit Audit Comm
Page 13 and 14: The Audit Committee has an establis
Page 15 and 16: Corporate social responsibility CSR
Page 17 and 18: Appointments to the Board Nominatio
Page 19 and 20: CONTENTS Introduction 78 Remunerati
Page 21 and 22: The Remuneration Committee reviewed
Page 23 and 24: For the Executive Directors and Man
Page 25 and 26: in each company’s index over the
Page 27 and 28: The Company also operates the Free
Page 29 and 30: Executive Directors’ external app
Page 31 and 32: Appendices to the Remuneration repo
Page 33 and 34: REMUNERATION REPORT CONTINUED Table
Page 39 and 40: CONTENTS Companies Act 2006 98 Prin
Page 41 and 42: Articles of Association The followi
Page 43 and 44: 2) a Director to accept or continue
Page 45 and 46: The Disclosure and Transparency Rul
Page 47: 106 British American Tobacco Annual

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