Report & Accounts - JLT

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Directors’ ReportAs reported in the Chairman’s Statement, Geoffrey Howewill succeed Ken Carter as Chairman on 27th April 2006.As a result he will relinquish his roles as SeniorIndependent Director and Chairman of the RemunerationCommittee. Bob Scott will assume the role of SeniorIndependent Director and Chris Keljik the role of Chairmanof the Remuneration Committee.As set out in the Articles of Association, each directormust stand for re-election at least once every three yearsand Rodney Leach is required to stand for re-electionannually, having attained the age of 70 in 2005.The Special Notice required by s293 and 279 of theCompanies Act 1985 has been received in respect of hisproposed re-election.The service contracts for Messrs Keljik, Leach andMacAndrew are subject to a three month notice provision.The Company is required to give 364 days notice underthe service contracts with Mr Collins and Mrs Wade.During the past twelve months, a formal evaluation of theBoard, its committees and individual directors has beenundertaken.The performance evaluation was undertaken by meansof individual questionnaires which were summarised anddebated by the Board or the relevant committee.The non-executive directors, led by the seniorindependent director, also carried out a performanceevaluation of the Chairman during this period.Full details of the directors’ remuneration and interests areshown in the Remuneration Report. During the period,no director had any material interest in a contract,disclosable pursuant to s.317 Companies Act 1985, towhich the Company or any of its subsidiary undertakingswas a party.At the date of this report the Board is comprised of sixexecutive directors, including the Chairman, and six nonexecutivedirectors.There are established formal procedures for the structureand authorities through which the Board dischargesits responsibilities for the direction and management ofthe Group.The Board meets at least six times a year, to review theperformance of the Group and to discuss the mattersreserved for its decisions, which include, inter alia, theapproval of Group strategy and budget plans, materialexpenditure authorisations and any other matters that arereferred to it.The Board has established a number of standingcommittees including an Audit and ComplianceCommittee, a Nominations Committee and aRemuneration Committee. The terms of reference of theseCommittees are available on the Company's website.Relationship with shareholders: The Board endeavours tomaintain dialogue with institutional shareholders andcarries out a programme of meetings and presentationseach year following the publication of interim and finalresults and at other times as appropriate. At the AnnualGeneral Meeting the Chairmen of the Audit andCompliance, Nominations and Remuneration Committeeswill be available to answer questions.During the year an Investor Relations Director wasappointed to facilitate dialogue with investors, this beinga non-board appointment.Committees of the BoardThe Audit and Compliance CommitteeThe Committee consists of non-executive directors, amajority of whom are independent. The membership ofthe Committee during the year comprised: Tony Hobson(Chairman until retirement from the Board on 31st July);Nick MacAndrew (appointed 1st July and Chairman from1st August); Geoffrey Howe; Chris Keljik (appointed 1stNovember); Simon Keswick; Rodney Leach and RichardSermon (until retirement from the Board on 28th April).Mr MacAndrew is a chartered accountant and his profileis noted on page 23.The Committee generally meets at least four times a year.It meets with executive directors and management, aswell as separately with both the external and internalauditors.The work of the Committee during 2005 and to the dateof this Report included:• Review of the Interim Report, PreliminaryAnnouncement and the Annual Report and Accountsfor the 2005 year end.• Review of reports from Compliance and Internal Auditfunctions.25Jardine Lloyd Thompson Group plc Annual Report & Accounts 2005
Directors’ ReportDirectors’ Report26• Approval of the external audit plan and fee proposaland consideration of auditor independence in relationto non-audit services provided.• A formal review of the external auditors.• Consideration of the Group’s risk management profile.• Implementation of International Financial ReportingStandards.• A review of the Group's acquisition procedures.• A review of the effectiveness of the Committee.The Terms of Reference of the Audit and ComplianceCommittee cover all matters indicated by the CombinedCode and include responsibility for providing advice to theBoard on the Group’s interim and financial statements; onaccounting policies and on the control of its financial andbusiness risks as well as reviewing the work of the internaland external auditors. A copy of the Terms of Referencecan be obtained from the Company Secretary and isdisplayed on the Group’s website.Remuneration CommitteeThe Committee consists of non-executive directors, amajority of whom are independent. The membership ofthe Committee during the year comprised: Geoffrey Howe(Chairman); Tony Hobson (until retirement from the Boardon 31st July); Rodney Leach; Chris Keljik (appointed 1stNovember); Simon Keswick; Nick MacAndrew (appointed1st July); Bob Scott and Richard Sermon (until retirementfrom the Board on 28th April).Nominations CommitteeThe membership of the Committee during the yearcomprised: Rodney Leach (Chairman); Ken Carter;Claude Chouraqui (until retirement from the Board on28th April); Tony Hobson (until retirement from the Boardon 31st July); Geoffrey Howe; Chris Keljik (appointed 1stNovember); Simon Keswick; Nick MacAndrew (appointed1st July); Bob Scott and Richard Sermon (until retirementfrom the Board on 28th April).The Committee met four times during the year.Its purpose is to make recommendations to the Board onthe appointment of directors of the Company. The termsof reference of the committee are available on theCompany’s website.Group Executive CommitteeThe Group Executive Committee is responsible for theday-to-day management of the Group’s operations.At the date of this report, the Committee is comprised offive executive directors and two non-board appointees.The membership of the Committee during the yearcomprised: Dominic Burke (Committee Chairman from1st December 2005); Brian Carpenter (appointed 1st May2005); Ken Carter (until 1st December 2005); DominicCollins; John Hastings-Bass; John Lloyd (until retirementfrom the Board on 28th April); Mike Hammond (until hisresignation on 1st December); George Stuart-Clarke andVyvienne Wade.Jardine Lloyd Thompson Group plc Annual Report & Accounts 2005The Remuneration Committee met six times during theyear. It is responsible, inter alia, for setting theremuneration and terms and conditions of the executivedirectors and setting overall remuneration policy for seniormanagement of the Group. It also approves theallocations under all long term incentive plans andshare option schemes.Assistance was provided to the Committee by theChairman and the Chief Executive, neither in relation tohis own remuneration, and by New Bridge StreetConsultants LLP (NBSC). NBSC were appointed bythe Remuneration Committee to act as advisers to theCommittee and they have no other connection withthe Company.Ken Carter stood down as a member and Chairman ofthe Committee upon the appointment of Dominic Burkeas Chief Executive on 1st December 2005.William Nabarro was appointed a member of the GroupExecutive Committee on 3rd March 2006.
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Registered Office:6 Crutched Friars
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Report & Accounts - JLT

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