Annual Report - SABMiller India

considered by the board. The performance of the Chief FinancialOfficer is reviewed by the Chief Executive and the remunerationcommittee, and reported to the board by the remunerationcommittee. Each non-executive director’s performance is evaluatedby the Chairman, in consultation with the Senior IndependentDirector, who in turn consults with the executive directors and theCompany Secretary. The Chairman’s performance is evaluatedagainst the same criteria by the Senior Independent Director, thenon-executive directors and the Company Secretary, taking intoaccount the views of the executive directors.In considering the contribution of individual directors for the yearunder review, performance was assessed against the company’sselected criteria of strategy, expertise in their field, governancefactors, commitment, profile, knowledge of the industry and teamcontribution, culminating in an overall contribution rating. Theimportance of the different roles played by individual directorsin bringing a balanced overall view to the board was recognised.For the year under review, the Chairman has assessed that alldirectors continue to make an effective contribution to the board.In reviewing the performance of the board and its committees,the Chairman and the Senior Independent Director were alignedin their conclusion that measured against the principal dutiesexpected of it, the board (including by extension its standingand ad hoc sub-committees) continued to operate effectivelyand to meet in full its obligations to support management, tomonitor performance across a wide area, and to maintain itsstrategic oversight.In a meeting of the Chairman, the Senior Independent Director,the committee chairmen and the Company Secretary, the resultsof the performance and effectiveness evaluations conducted inrespect of the board, each of the directors, the Chairman, theSenior Independent Director and each of the board’s four standingcommittees were reviewed. Regarding the board committees,each of the committee chairmen expressed their views regardingthe operation of his committee against its terms of reference andthe performance and effectiveness of that committee. Theseviews were discussed in an open and constructive manner withrecommendations arising from the discussions being broughtforward to the board and the respective committees.The results of the performance and effectiveness evaluationprocess were also reviewed by the Chairman, the SeniorIndependent Director, the Chief Executive and the CompanySecretary, all of whom concluded that the board and itscommittees were operating effectively.At the forthcoming annual general meeting, Ms Ramos andMr Pieterse, having been initially appointed by the board ofdirectors will, pursuant to the company’s articles of association,stand for election. Three directors, Mr Mackay, Mr Manzoni andMr Ramaphosa are required to seek re-election in accordancewith the company’s articles of association, having served for threeyears since their last election. As previously mentioned, theChairman, Lord Fellowes, Mr Morland and Mr Ramaphosa willby the time of the AGM each have served continuously on theboard for nine years and, under the Combined Code, are obligedto offer themselves for re-election annually.The Chairman confirms that each of the directors offeringthemselves for re-election continues to perform effectively andto demonstrate commitment to his role. In addition, the Chairmanconfirms that in relation to each of the directors who will haveserved for nine years, the board is satisfied with his performanceand has determined that nine years’ service does not compromisehis independence. Lord Fellowes, as senior independent director,confirms that the Chairman continues to perform effectively and todemonstrate commitment to his role. Biographical details ofdirectors standing for election and re-election are included onpages 42 and 43 of this report.4.9 Retirement of directorsNew directors are subject to election at the first annual generalmeeting following their appointment, and directors are subjectto retirement and re-election by shareholders every three years.The reappointment of non-executive directors is not automatic.The board has determined that non-executive directors who haveserved for nine years will be asked to stand for re-election annually,provided that the board remains satisfied both with the director’sperformance and that nine years’ continuous service does notcompromise the director’s continuing independence.4.10 The Company SecretaryThe Company Secretary acts as secretary to the board andits committees and he attended all meetings during the yearunder review.5.The board’s committees and theexecutive committee5.1 The executive committeeThe board delegates responsibility for determining andimplementing the group’s strategy and for managing the groupto the Chief Executive, Mr Graham Mackay, who is supportedby the executive committee (excom), which he chairs. Excommembers are appointed by Mr Mackay. The other members ofexcom are the Chief Financial Officer, Mr Wyman; the divisionalmanaging directors responsible for managing the group’s regionalhubs (Latin America, Europe, Africa and Asia); the ManagingDirector of SAB Ltd; the President and Chief Executive Officerof Miller Brewing Company; the directors of key group functions(marketing, corporate affairs, and human resources); and theGeneral Counsel and Group Company Secretary. Excom’spurpose is to support the Chief Executive in carrying out theduties delegated to him by the board and, in that context,excom co-ordinates brand and operational execution, deliversstrategic plans, budgets and financial reports for the board’sconsideration and, through the Chief Executive, reports onthese matters to the board.Excom also ensures that effective internal controls are in placeand functioning, and that there is an effective risk managementprocess in operation throughout the group.5.2 The disclosure committeeThe disclosure committee consists of the Chairman, theChief Executive, the Chief Financial Officer, a designated nonexecutivedirector (Lord Fellowes), and the Company Secretaryor the Deputy Company Secretary. The function of the disclosurecommittee, in accordance with the group’s inside informationpolicy, is to assure compliance with the Disclosure andTransparency Rules and the Listing Rules, and to ensure that theroutes of communication between excom members, the disclosurecommittee, the in-house legal team, the company secretarial officeand investor relations are clear and provide for rapid escalation tothe disclosure committee and key advisers of any decisionregarding potential inside information, so that the company is ableto comply fully with its continuing obligations under the Disclosureand Transparency Rules and the Listing Rules.5.3 The audit committeeDuring the year under review, the audit committee was chairedby Mr Manser, who has been chairman of the committee sinceMay 2002. Mr Manser qualified as a chartered accountant in 1964and was made a Fellow of the Institute of Chartered Accountantsin 1976. Further biographical information concerning Mr Manseris set out on page 43.Lord Fellowes, Mr Morland, and Ms Doherty served on thecommittee throughout the year. Ms De Lisi served until herretirement on 30 April 2007 and was replaced by Mr Devitre whoOverview Operating and financial review Governance Financial statements Shareholder informationCorporate governance 37SABMiller plc Annual Report 2008