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64 SABMiller plc Annual Report 2012Corporate governance continuedThe nomination committee has continued to evaluate the balance ofskills, knowledge and experience of the board and remains committedto the progressive renewal of the board through orderly succession.Where vacancies arise they prepare a description of the role andcapabilities required for the appointment. Appropriate successionplans for the non-executive directors, for the executive directorsand for senior management were also kept under close review.The committee is conscious of the need for due regard to be givento diversity when considering appointments to the board. Five of thelast seven independent non-executive directors to be appointed bythe board were women, and currently one-third of the company’sindependent non-executive directors are women, and the committeetherefore believes that the company is well positioned in terms of thefuture balance of the board.Where non-executive vacancies arise, the committee may use theservices of external consultants in order to identify suitable candidatesfor the board to consider. In relation to the most recent non-executiveboard appointments, an external search firm was retained andproduced a strong list of candidates, who were then shortlisted forconsideration by the nomination committee on the basis of theirrelevant corporate or professional skills and experience, from whichMs Knox and Ms Weir were appointed in May 2011.An external search firm was not used in relation to the appointmentof Mr Mackay as Executive Chairman or Dr Clark as Chief OperatingOfficer. The process followed in connection with these appointmentsis described above. Mr Manser chaired the nomination committeeduring its deliberations on the appointment of Mr Mackay as thesuccessor to Mr Kahn as chairman.The remuneration committeeDuring the year, the remuneration committee consisted entirelyof independent directors: Mr Morland (Chairman), Mr Armour,Mr Manzoni and Mr Manser. Ms Knox was appointed to theremuneration committee with effect from 19 May 2011.The committee is responsible for the assessment and approval ofa broad remuneration strategy for the group and for the operationof the company’s share-based incentive plans. This includesdetermination of short-term and long-term incentives for executivesacross the group, and the committee is empowered by the board toset short-term and long-term remuneration for the executive directorsand members of the executive committee.The remuneration committee has implemented its strategy of ensuringthat employees and executives are rewarded for their contribution tothe group’s operating and financial performance at levels which takeaccount of industry, market and country benchmarks. To ensure thatthe executives’ goals are aligned to those of the company, shareincentives are considered to be critical elements of executive incentivepay. During the year the committee engaged the services ofconsultants, Kepler Associates. These consultants have no otherconnection with the company. At levels below the company’sexecutive committee, the company’s management engages otherconsultants, on a project basis.Specifically, during the year the work of the remuneration committeeincluded:• reviewing trends in global executive remuneration and governance;• reviewing the key elements and design of the group’s long-termincentive schemes (including peer comparator group composition);• reviewing global benchmarking methodologies and outcomes;• reviewing and approving performance hurdles for short andlong-term incentive awards;• reviewing and approving long-term incentive awards for executivecommittee members and other senior employees;• reviewing executive director shareholding guidelines;• reviewing and approving total remuneration for the executivedirectors and executive committee members;• determining the appropriate remuneration for the newly appointedexecutive director (Mr Wilson as Chief Financial Officer) and excommember (Mr De Lorenzo, as Director of Corporate Finance andDevelopment); and• reviewing and approving the directors’ remuneration report andrecommending it to the board.More details of the company’s remuneration policy and the workof the remuneration committee can be found in the directors’remuneration report on pages 68 to 83.The corporate accountability and risk assurancecommittee (CARAC)Dr Moyo chaired the committee throughout the year. Mr Kahn,Mr Mackay, Mr Manser, Mr Manzoni, Mr Pieterse and Mr Ramaphosaserved as members for the entire period. Mr Willard, who has servedthe committee since September 2009, stepped down from thecommittee on 7 September 2011 as a result of new commitmentsin his role as Chief Financial Officer of Altria. Mr Wyman ceased to bea member of the committee on his retirement from the board in July2011 and was replaced by Mr Wilson. Mr Pieterse will cease to be amember of the committee on his retirement in July 2012 and Mr Biblewill join the committee. Additionally, the Director of Corporate Affairs,Ms Clark, met regularly with the chairman of CARAC to discussimplementation and planning issues, and attended all meetingsof the committee.The objective of the committee is to assist the board in the dischargeof its responsibilities in relation to corporate accountability, includingsustainable development, corporate social responsibility, corporatesocial investment and ethical commercial behaviour. More detailsof the committee’s activities can be found in the sustainabledevelopment review section of this report and in the company’sseparate Sustainable Development Report, which is available onthe company’s website and, upon request, in hard copy.During the year the committee continued to focus on companyspecificand industry issues which are critical to protecting thecompany’s licence to operate.The disclosure committeeThe disclosure committee consists of the Chairman, the ChiefExecutive, the Chief Financial Officer, the Senior IndependentDirector and the General Counsel and Company Secretary orthe Deputy Company Secretary. The function of the disclosurecommittee, in accordance with the group’s inside information policy,is to meet as and when required in order to assure compliance withthe Disclosure and Transparency Rules and the Listing Rules, asguided by the General Counsel, and to ensure that the routes ofcommunication between excom members, the disclosure committee,the General Counsel’s office, the company secretarial office andinvestor relations are clear, and provide for rapid escalation to thedisclosure committee and key advisers, and the board, of anydecision regarding potential inside information, so that the companyis able to comply fully with its continuing obligations under theDisclosure and Transparency Rules and the Listing Rules.