Brambles 2006 Annual Report - Alle jaarverslagen

47
Brambles
2006 Annual Report
A discussion of each of the potentially significant factors
which the Board considered is as follows:
3.4.1 Tenure
Brambles’ dual-listed companies structure (DLC) was
established in August 2001. As indicated in the 2002
Annual Report, the Board considers that the formation
of that structure involved a fundamental change to the
characteristics of, and issues faced by, the organisations
from which it arose. In other words, a completely new
economic enterprise was formed. Although each of
the Directors in office at that time was associated with
elements of the organisations which combined to form the
new enterprise, the Board considers that, for the purpose
of considering whether the Directors are independent, their
associations with BIL and GKN plc prior to formation of
the DLC should not be taken into account.
3.4.2 Retirement benefit contracts
Of the twelve Non-executive Directors, two – Messrs Argus
and Burrows – are party to retirement benefit contracts
executed at various points in time in the years prior to the
formation of the DLC. As indicated in the 2002 Annual
Report, following the formation of the DLC, a decision
was taken not to enter into any further retirement benefit
contracts. The existing retirement benefit contracts were
also amended to ensure that the amount of the retirement
benefit is calculated by reference to the lower pre-DLC fees
paid by BIL. On the proposed unification of the DLC, BIL
and BIP will become wholly owned subsidiaries of Brambles
Limited. The Non-executive Directors of BIL and BIP will, at
that point, retire as Directors of BIL and BIP and, thereafter,
will be Directors solely of Brambles Limited as the publicly
listed entity in the Brambles Group. Under the terms of the
retirement benefit contracts, retirement from the Board of
BIL in these circumstances will entitle Messrs Argus and
Burrows to payment of their respective retirement benefits.
Further details of these arrangements are provided in the
Remuneration Report, on pages 70 and 73. As indicated
in the 2002 Annual Report, given the amendments which
were made following the formation of the DLC, the Board
does not consider that the existence of these contracts
compromises the independence of participating Directors.
Directors in office at the date of this Report
Seeking
re-election
in 2006
Next due for
re-election
at AGM
Name
Last
elected
Executive or
Non-executive Independent
Retiring
in 2006
Don Argus AO 2005 Non-executive Yes No No 2008
Roy Brown 2003 Non-executive Yes Yes Yes* 2006
Mark Burrows 2004 Non-executive Yes Yes Yes* 2006
Hans-Olaf Henkel 2005 Non-executive Yes No No 2008
Michael Ihlein 2004 Executive No Yes Yes 2006
Stephen Johns 2004 Non-executive Yes No No 2007
Sir David Lees 2005 Non-executive Yes Yes Yes* 2008
Luke Mayhew 2005 Non-executive Yes No No 2008
Jacques Nasser AO 2004 Non-executive Yes No No 2007
David Turner 2004 Executive No Yes Yes 2006
Directors appointed by the Board since the last shareholders meeting, who will be standing for election for the first time
at the 2006 AGM
Carolyn Kay – Non-executive Yes – – –
David Gosnell – Non-executive Yes – – –
Tony Froggatt – Non-executive Yes – – –
Graham Kraehe AO – Non-executive Yes – – –
* Mr Roy Brown, Mr Mark Burrows and Sir David Lees have indicated that they intend to retire as Directors with effect from 31 December 2006.
3.5 BOARD SUCCESSION PLANNING AND RENEWAL
The Board is conscious of the need to ensure that proper
processes are in place to deal with succession issues at
Board level, and to keep the Board evergreen. This will
require the Board periodically to assess the skills set
necessary to meet Brambles’ demands.
The Nominations Committee assists the Board in this
process, which ordinarily involves the identification of the
need for a new appointment and suitable candidates, the
preparation of a brief including a description of the role and
capabilities required, and the engagement of independent
recruitment organisations. Further information concerning
the Nominations Committee is set out in section 4.2.
Over the last several years, significant progress has been
made in the ongoing process of Board renewal, with the
appointment of one new Non-executive Director during
the 2004 year: Mr Jacques Nasser AO; the appointment
of two new Non-executive Directors during the 2005 year:
Mr Stephen Johns and Mr Hans-Olaf Henkel; and the
appointment of four new Non-executive Directors during
the 2006 year: Mr Luke Mayhew, Ms Carolyn Kay,
Mr David Gosnell and Mr Tony Froggatt. In addition,
Mr Graham Kraehe AO rejoined the Board as a Nonexecutive
Director during the 2006 year. The Board will
continue to seek over the coming years to appoint new
members to succeed existing Directors as they retire,
ensuring an appropriate balance of skills and experience.