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60 SABMiller plc Annual Report 2012Corporate governance continuedIndependenceThe board considers nine directors – Mr Armour, Ms Knox, Mr Manser,Mr Manzoni, Mr Morland, Dr Moyo, Mr Pieterse, Mr Ramaphosa andMs Weir – to be independent for the purposes of the Code. The boardconsiders five non-executive directors not to be independent for thepurposes of the Code: Mr Bible, Mr Devitre and Mr Willard, as they arenominees of Altria, the company’s largest shareholder; and Mr SantoDomingo and Mr Pérez, as they are nominees of the Santo DomingoGroup, the company’s second largest shareholder. The test ofindependence under the Code does not apply in relation to theChairman, Mr Kahn.If a director has served for a period of nine years or more, the Coderequires the board to consider whether that director continues to beindependent. In respect of each of the three independent directorswho have served the board for more than nine years and areoffering themselves for re-election (Mr Manser, Mr Morland andMr Ramaphosa), the board has therefore considered specificallywhether their length of service has compromised their independence.In each case the board has determined that the director concernedremains independent in character and judgement and that there areno relationships or circumstances which are likely to affect, or couldappear to affect, his judgement, and that the independence ofcharacter and judgement of each of the directors concerned is notin any way affected or impaired by length of service. The board hasalso conducted a rigorous review of the performance of Mr Manser,Mr Morland and Mr Ramaphosa and considers that each of thesedirectors continues to bring invaluable integrity, wisdom andexperience to the board and to contribute positively to board andcommittee deliberations. The board is therefore entirely satisfiedas to the performance and continued independence of judgementof each of these directors.Progressive renewal of the boardThe board continues to believe that its overall composition remainsappropriate, having regard in particular to the independence ofcharacter and integrity of all of its directors, and the experienceand skills which they bring to their duties.It is now 13 years since the company listed on the London StockExchange, and SABMiller has been fortunate to retain the servicesof several distinguished non-executive directors – the Chairman,Mr Bible, Mr Manser, Mr Morland and Mr Ramaphosa – for all or mostof that period. They have provided considerable stability to the boardand the board has benefited greatly from the presence of individualswho have over time gained valuable insight into the group, its marketsand the industry.Nevertheless, the directors are committed to the progressive refreshmentof the board in terms of age, gender and balance of skills, with theappointment of five new independent non-executive directors overthe past four years, including the appointment of two new independentnon-executive directors during the year ended 31 March 2012, withMs Knox and Ms Weir both joining our board in May 2011. In line withour continuing commitment to this policy, it is the board’s intention nowto begin the process of recruiting a new independent non-executivedirector, with the expectation that in due course he or she could becomethe senior independent director in succession to Mr Manser.Mr Wilson was elected as a director and appointed as Chief FinancialOfficer in July, succeeding Mr Wyman who retired at the July 2011annual general meeting.In April 2012, we announced that Mr Pieterse had elected to retireand would not offer himself for re-election at the 2012 annual generalmeeting. Although his decision was accepted with sadness the groupwill continue to benefit from Mr Pieterse’s knowledge and experienceon Grolsch’s supervisory board.Also in April, as detailed above, we announced the retirement ofMr Kahn and the consequent succession plans.The Code recommends that all directors should stand for annualre-election and the board has decided that all directors, save thosewho are retiring, should stand for re-election at the next annualgeneral meeting.Directors’ attendance (1 April 2011 to 31 March 2012) and committee membershipsIndependentBoard Audit Remuneration Nomination CARAC AGMAttended Possible Attended Possible Attended Possible Attended Possible Attended Possible AttendedJ M Kahn N/A 7 7 1 1 2 2 YE A G Mackay N/A 7 7 2 2 YM I Wyman N/A 3 3 YJ S Wilson N/A 4 4 2 2 N/AM H Armour Yes 7 7 4 4 3 3 YG C Bible No 7 7 1 1 YD S Devitre No 7 7 4 4 YL M S Knox Yes 4 5 2 3 2 2 YP J Manser Yes 6 7 4 4 3 3 1 1 2 2 YJ A Manzoni Yes 6 7 3 3 1 1 2 2 YM Q Morland Yes 7 7 4 4 3 3 1 1 YD F Moyo Yes 5 7 1 2 YC A Pérez Dávila No 6 7 YR Pieterse Yes 7 7 2 2 YM C Ramaphosa Yes 6 7 1 1 1 2 YA Santo Domingo Dávila No 7 7 1 1 YH A Weir Yes 5 5 2 3 YH A Willard No 6 7 YMr Manser was unable to attend the board meeting in April 2011. The dateof that meeting was moved from that originally scheduled, and he had alongstanding prior commitment on the rearranged date.Ms Knox was unable to attend the board and audit committee meetingsin September 2011 because of an overseas commitment which had beenarranged before her appointment to the board.Ms Weir was unable to attend the audit committee meeting in September 2011because of a prior commitment which had been arranged before herappointment to the board.Messrs Manzoni and Pérez and Dr Moyo were unable to attend an additionalboard meeting held in October 2011 which was called on short notice toconsider our alliance with Anadolu Efes.Dr Moyo was unable to attend the board and CARAC meetings in February 2012because of an overseas commitment.Mr Ramaphosa was unable to attend the board meeting in May 2011 and theCARAC meeting in February 2012 because of other business commitments.Mr Willard was unable to attend the board meeting in February 2012 becauseof commitments in his new role as Chief Financial Officer of Altria.