G4S Annual Report and Accounts 2011

Overview Strategic review Performance
Corporate governance statement continued
Board committees
The Nomination Committee
Membership and meeting attendance
Meetings
Director
attended
Alf Duch-Pedersen (chairman) 5/5
Lord Condon 5/5
Mark Elliott 5/5
Role
The Nomination Committee is responsible for making recommendations
on board appointments and on maintaining a balance of skills and
experience on the board and its committees. Succession planning for
the board is a matter which is devolved primarily to the Nomination
Committee, although the committee’s deliberations are reported to and
debated by the full board. The board itself also regularly reviews more
general succession planning for the senior management of the group.
Key activities during 2011
Last year the committee considered the board’s policy on diversity in
relation to the recruitment of directors in light of Lord Davies’ report on
women on boards. Subsequently the chairman published a statement about
the board’s intention in this regard. This explained that it is the board’s
belief that increased diversity is desirable as it is in the interests of good
governance that a wide variety of experience and viewpoints be brought
to bear on issues facing companies. It is the board’s desire to see increased
female representation on the board by 2015.
The board committee memberships of the non-executive directors were
evaluated and succession planning for the board and in particular the
executive directors and the chairman and deputy chairman was the subject
of detailed review. As mentioned previously, the Nomination Committee
has also undertaken responsibility for the process involved in selecting a
new chairman.
The Audit Committee
Membership and meeting attendance
Meetings
Director
attended
Mark Seligman (chairman) 4/4
Lord Condon 4/4
Winnie Fok 3/4
Bo Lerenius 4/4
Mr Seligman is the member of the Audit Committee with recent and
relevant financial experience. Thorleif Krarup was a member of the
Audit Committee until his retirement from the board on 31 January 2011,
although the committee did not meet in 2011 until after his retirement.
Audit Committee meetings are attended by representatives of the group
auditor, the chief financial officer, the group financial controller, the head of
group internal audit and the company secretary.
Role
The committee considers the group’s annual and half-yearly financial
statements as well as interim management statements in certain
circumstances, and any questions raised by the auditor on the financial
statements and financial systems. It also reviews, amongst other matters,
the group’s financial reporting and internal auditing processes, whistleblowing
arrangements, risk management procedures and internal controls.
Key activities during 2011
In addition to its regular work, the Audit Committee has recommended
that the board re-appoints the existing external auditor having reviewed its
performance of audit services for the company, reports on the performance
of the firm as a whole, its independence given the non-audit services it
provides to the group and its policy and practice on audit partner rotation,
as well as the cost of its services. The committee will keep the matter of the
choice of external auditor under review at regular intervals.
The Audit Committee has revised its policy on the provision by the
external auditor of non-audit services, so as to ensure that the
independence of the audit is not compromised. Besides the formal audit
function, the auditor is permitted to provide consultation and due diligence
services related to mergers and acquisitions, audits of employee benefit
plans, reviews of internal accounting and control policies and general advice
on financial reporting standards. Where the fees for such services are
significant, prior approval of the committee is required. The auditor is also
prohibited from providing other services without specific permission from
the Audit Committee. The provision of any non-audit services by the audit
firm must in any event comply with the requirements in that regard of the
Auditing Practices Board. The auditor has written to the Audit Committee
confirming that, in its opinion, it is independent.
The committee has reviewed and amended its terms of reference to ensure
it meets the recommendations of the Financial Reporting Council.
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G4S plc
Annual Report and Accounts 2011