Savills plc - Investor relations

DIRECTORSis responsible for all environmental matters. The Group's policy is to aimtowards reduced energy consumption, reduction in waste and promotionof recycling within our offices and to promote practices to enhance theenvironment when advising clients, including the avoidance of pollutionwherever possible.EmployeesThe Directors recognise that the quality, commitment and motivation forSavills' staff is a key element in the success of the Group. Employees are ableto share in this success through bonus schemes and share options. TheGroup encourages its employees to develop their skills through training andcontinued professional development.It is the policy of the Group to provide employment on an equal basisirrespective of race, sex, disability, sexual orientation and religious beliefs.Corporate GovernanceA summary of the Company's application of the principles contained in "TheCombined Code - Principles of Good Governance and Code of Best Practice"issued June 1998, and compliance with the detailed provisions is set outbelow.Board of DirectorsThe Board is responsible for the management of the Company and meetsregularly. The Directors receive management information, including financial,subsidiary and strategic reports, in advance of the Board meetings. Duringthe year the board held twelve regular meetings and four additional meetings.The Board has adopted a formal schedule of matters specifically reserved toit for decision which includes all those matters that are the responsibility of theBoard as required under the Companies Act, the Combined Code and theListing Rules. Savills plc has an Executive Sub-Committee (ESC) whichcomprises the Group Chief Executive and such other Executive Directors asthe Board shall nominate from time to time. The current Committee membersare indicated on pages 26 and 27. The Committee meets at least oncebetween Board meetings. The ESC has separate Terms of Reference, whichare approved by the Board and the Minutes of the ESC are circulated to allBoard members in advance of full Board Meetings. There is an approvedprocedure for Directors to take independent professional advice at theGroup's expense, if necessary. In addition, all the Directors have access tothe advice and services of the Company Secretary.At the date of this report the Board comprises a Non-Executive Chairman, fiveother Non-Executive Directors and five Executive Directors. The posts ofChairman and Group Chief Executive are separated. The biographies of thecurrent Board members appear on pages 26 and 27.The Board considers that there is an appropriate balance between Executiveand Non-Executive Directors and that no individual or small group of individualsdominates the Board's decision taking. The Non-Executive Directors have awide range of business experience and expertise and provide a strongindependent element on the Board. However, as two of the Non-ExecutiveDirectors are representatives of Trammell Crow Company, a major shareholder,Fields Wicker-Miurin, Timothy Ingram and Charles McVeigh may beconsidered independent for the purposes of the Code. The Board has notformally nominated a senior independent Non-Executive Director, to whomconcerns can be addressed having concluded that any such concerns canbe addressed effectively to any or all of the Non-Executives as appropriate.Appointments as Executive Director are approved by the full Board takingaccount of nominations from the Appointments Committee as appropriate.New Directors receive appropriate briefing on their role and responsibilitiesand on Board procedures; on appointment they are encouraged to attendexternal courses as necessary. Appointments of Non-Executive Directors aremade by the full Board and are generally for fixed terms. The Company'sArticles of Association provide that Directors must submit themselves forre-election every three years, and that newly appointed Directors must submitthemselves for re-election at the first Annual General Meeting after theirappointment. The Board undertakes an annual evaluation as to its performanceand that of its Committees.Board CommitteesThe Board has delegated certain authorities to committees each with formalterms of reference which are available on request. The members of eachcommittee are indicated on pages 26 and 27. The principal committees of theBoard are as follows:Audit CommitteeThe Committee consists of four of the Non-Executive Directors, the majority ofwhom are independent. The Committee is chaired by Charles McVeigh andmeets at least three times a year to consider the scope and results of theannual audit and interim review, the requirement for internal audit and toassess the auditors. The Group Chief Executive and Finance Director attendmeetings of the Committee, but are not members.Remuneration CommitteeThe Committee consists of the three independent Non-Executive Directorsand the Chairman Richard Jewson, and meets at least twice a year todetermine Company policy on senior executive remuneration and to agree thedetailed remuneration packages of the Executive Directors. The Group ChiefExecutive is consulted on the remuneration packages of the other directorsand senior executives and attends all remuneration discussions, except whenhis own position is being discussed. The Board believes that it is appropriatefor the Chairman to Chair the Committee given the central part thatremuneration plays in the success of the Company.Appointments CommitteeThe Committee consists of the three independent Non-Executive Directors,and the Chairman. The Committee is chaired by Richard Jewson and meetsas required to nominate candidates for the approval of the Board to fill vacanciesor new positions on the Board of Directors and to make recommendations tothe Board on its composition and balance.29