Brambles 2006 Annual Report - Alle jaarverslagen

78
Brambles
2006 Annual Report DIRECTORS’ REPORT – OTHER INFORMATION
As Mr R D Brown and Mr M D I Burrows are retiring
by rotation and are required to submit themselves for
re-election at this year’s Annual General Meetings,
Sir David Lees has agreed to retire as a Director of BIL
and BIP and to submit himself for re-election so that
all Directors proposing to retire with effect from
31 December 2006 would be subject to re-election
at the Annual General Meetings.
Messrs R D Brown and M D I Burrows and Sir David
Lees do not have contracts of employment with Brambles
although, as for all Brambles’ Non-executive Directors, they
are each party to a letter of appointment with Brambles,
which is a contract for service but not of employment.
Mr R D Brown, Mr M D I Burrows and Sir David Lees have
each made a significant contribution to Brambles, and the
Board thanks them for their efforts.
Under the constitution of BIL and the articles of association
of BIP, the Directors may at any time appoint any person
as a Director. Any person so appointed holds office until
the end of the following annual general meeting and is
eligible for election as a Director at that meeting. Messrs
G J Kraehe AO, D P Gosnell and A G Froggatt and Ms
S C H Kay were appointed as Directors since the most
recent annual general meetings of BIL and BIP. They hold
office until the end of the Annual General Meetings. It is
proposed that Messrs G J Kraehe AO, D P Gosnell and
A G Froggatt and Ms S C H Kay be elected as Directors
at the Annual General Meetings.
Secretary
Details of the qualifications and the experience of
Mr C A van der Laan de Vries, Brambles’ Company
Secretary, are set out on page 19.
Directors’ meetings
Details of the general frequency of Board meetings
and membership of Board committees are given in
the Corporate Governance Report on pages 48 to 50.
The following table shows the actual Board and committee
meetings held during the year and the number attended by
each Director or committee member.
Regular
Board meetings
Special
Special
Committees
Audit
Committee
meetings
Remuneration
Committee
meetings
Nominations
Committee
meetings
(a) (b) (a) (b) (a) (b) (a) (b) (a) (b) (a) (b)
D R Argus AO 6 6 8 8 2 2 – – – – 6 6
R D Brown 6 6 8 6 – – 9 6 – – – –
M D I Burrows 6 6 8 6 1 1 – – 8 7 6 6
A G Froggatt (c) 1 1 3 1 – – – – – – – –
D P Gosnell (d) 1 1 3 2 – – – – – – – –
H-O Henkel 6 5 8 3 – – – – – – – –
M F Ihlein 6 6 8 8 2 2 – – – – – –
S P Johns 6 6 8 8 2 2 9 9 – – – –
S C H Kay (e) 1 1 3 2 – – – – – – – –
G J Kraehe AO (f) 3 2 4 3 – – 4 3 – – – –
Sir David Lees 6 6 8 7 1 1 4 4 1 1 6 6
C L Mayhew (g) 6 6 7 5 – – – – 7 7 – –
F A McDonald (h) 3 2 3 2 – – 5 3 – – – –
J Nasser AO 6 6 8 7 – – – – 8 8 6 6
D J Turner 6 6 8 8 2 2 – – – – – –
Notes:
(a) This column refers to the number of meetings held while the Director was a member of the Board or relevant committee.
(b) This column refers to the number of meetings attended during the period the Director was a member of the Board and/or committee.
(c) Mr A G Froggatt was appointed as a Director on 1 June 2006.
(d) Mr D P Gosnell was appointed as a Director on 1 June 2006.
(e) Ms S C H Kay was appointed as a Director on 1 June 2006.
(f) Mr G J Kraehe AO was appointed as a Director on 12 December 2005.
(g) Mr C L Mayhew was appointed as a Director on 23 August 2005.
(h) Mr F A McDonald retired as a Director on 11 November 2005.