Directors' Report: Governance - British American Tobacco

www.bat.com/annualreport2009
Compliance statement
The principal governance rules applying to UK companies listed
on the London Stock Exchange are contained in the Combined
Code on Corporate Governance adopted in June 2008 (the Code).
The Code is published by the Financial Reporting Council and is
available from its website (www.frc.org.uk).
As required by the Code, this statement reports on how the
principles of the UK Combined Code on Corporate Governance
are applied by the Company and provides our formal report on
compliance with the Code’s provisions.
The Board considers that this statement provides the information
necessary to enable shareholders to evaluate how the principles
of the Code have been applied, that the Company has complied
with the provisions of the Code throughout the year, and that it
has therefore satisfied its obligations under the Code.
In the interests of further transparency, we have again prepared a
report which summarises the matters addressed in this statement,
as appropriate, by reference to each principle and provision of
the Code. The updated report will be available on the corporate
governance section of www.bat.com from the date of publication
of the Annual Report.
The Board
The Board is responsible to the Company’s shareholders for the success
of the Group and for its overall strategic direction, its values and its
governance. It provides the leadership necessary for the Group to meet
its business objectives within the framework of its internal controls,
while also discharging the Company’s obligations to its shareholders.
Directors
The Company currently has a Board of 11 Directors:
Chairman
Richard Burrows
Executive Directors
Paul Adams (Chief Executive)
Ben Stevens (Finance Director)
Nicandro Durante (Chief Operating Officer)
Non-Executive Directors
Sir Nicholas Scheele (Senior Independent Director)
Karen de Segundo
Robert Lerwill
Dr Ana Maria Llopis
Christine Morin-Postel
Dr Gerry Murphy
Anthony Ruys
Gerry Murphy was appointed as a Non-Executive Director on 13 March
2009. Thys Visser retired from the Board at the conclusion of the Annual
General Meeting on 30 April 2009. Jan du Plessis stepped down as
Chairman and retired from the Board on 31 October 2009, and
Directors’ report: Governance
Richard Burrows was appointed Chairman with effect from
1 November 2009, having joined the Board as a Non-Executive
Director on 1 September 2009. On appointment, he met the
independence criteria set out in the Code.
Biographical and related information about the Directors is given
on the Board of Directors page.
Balance of Non-Executive Directors and Executive Directors
NUMBER
Length of tenure of Non-Executive Directors
NUMBER
Gender split of Directors
NUMBER
British American Tobacco Annual Report 2009
Chairman 1
Executive Directors 3
Independent Non-Executive Directors 7
Non-Independent Non-Executive Directors 0
0-3 years 3
3-6 years 3
6-9 years 1
+9 years 0
Male 8
Female 3
There is a mix of nationalities represented on the Board, comprising
Brazilian, British, Dutch, French, Irish and Spanish.
Chairman and Chief Executive
The roles of the Chairman and Chief Executive are separate, with each
having distinct and clearly defined responsibilities.
The Chairman is responsible for leadership of the Board and for ensuring
its effectiveness. He sets the agenda for Board meetings in consultation
with the Chief Executive and the Company Secretary. He is also responsible
for ensuring that the interests of the Company’s shareholders are
safeguarded and that there is effective communication with them. The
Chairman is accountable to the Board for leading the direction of the
Group’s corporate and financial strategy and for the overall supervision
of the Group’s policies governing the conduct of its business.
The Chief Executive provides leadership to the Group to enable the
successful planning and execution of the objectives and strategies
agreed by the Board. He is also responsible for stewardship of the
Group’s assets and, jointly with the Chairman, representation of the
Group externally.
Senior Independent Director
Sir Nicholas Scheele is the Senior Independent Director. When required,
he presides at meetings of the Board and shareholders in the absence
of the Chairman. In 2009, he called and chaired an unscheduled Board
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From the Chairman
Performance
and strategy Regional review Financial review Governance
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