G4S Annual Report and Accounts 2011

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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. 60 G4S plc Annual Report and Accounts 2011
Governance Financial statements Shareholder information The CSR Committee Membership Director Mark Elliott (chairman) Winnie Fok* Bo Lerenius* Clare Spottiswoode* *Joined October 2011. Although the CSR Committee, chaired by Mr Elliott, met on three occasions during 2011, these meetings were not of a full board committee. The CSR Committee was constituted as a full board committee in October 2011, but its first meeting thereafter did not take place until January 2012. Remuneration Committee Membership and meeting attendance Meetings Director attended Lord Condon (chairman) 5/5 Mark Elliott 5/5 Mark Seligman 5/5 Clare Spottiswoode 3/5 Bo Lerenius* 3/4 *Mr Lerenius was a member of the Remuneration Committee until October 2011. The role and work of the Remuneration Committee is more fully described in the Directors’ remuneration report which appears on pages 62 to 70. Role The CSR Committee has established a revised remit now that it is a full committee of the board . Its duties include reviewing and agreeing the group’s CSR strategy, developing policies on various CSR related matters for consideration by the board, reviewing the activities of the executives who are responsible for matters which are CSR related and monitoring performance of the group against its policies and any associated targets. It will also take responsibility for the company’s CSR report. The company’s separate CSR report for 2011 provides more detail on the group’s CSR strategy and the progress it has made during the year. A brief summary of some the issues which that report addresses are set out on pages 44 to 48. By order of the board Peter David Secretary 12 March 2012 Key activities As discussed above, the CSR Committee’s first meeting as a full board committee was held in January 2012. Its annual activities will therefore be reported on in greater detail in the company’s 2012 report. G4S plc Annual Report and Accounts 2011 61
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