Savills plc 2012 Annual Report - (PDF) - Investor relations

In addition to the above responsibilities, during 2012 theCommittee reviewed the Group’s remuneration policy in the lightof the Department for Business, Innovation and Skills’ consultationin relation to Directors’ pay to ensure that the policy remainedappropriate. Towers Watson, the Group’s external advisor,continued to provide independent commentary on mattersunder consideration by the Committee and updates on marketdevelopments, legislative requirements and best practice.The Committee is also advised by the Group Legal Director &Company Secretary.Given the central part that remuneration plays in the success ofthe Group, in terms of the recruitment, motivation and retentionof high quality staff, the Group Chief Executive is consulted onthe remuneration package of the Group Chief Financial Officerand attends Committee meetings by invitation. The Committeereviews the remuneration of the other members of the GroupExecutive Board.The Committee does not deal with the fees paid to the Non-Executive Directors, which are decided by the Executive Directorsand the Chair (except when her own fee is being discussed).The Report of the Remuneration Committee is set out on pages45 to 57. The Remuneration report will be put to shareholders forapproval at the AGM on 8 May 2013.Group Executive Board (‘GEB’)The GEB comprises the Group Chief Executive, the Group ChiefFinancial Officer, the Heads of the Principal Businesses and theGroup Legal Director & Company Secretary. Under the leadershipof the Group Chief Executive, the GEB is responsible foroverseeing the development and implementation of strategy, theoperational performance of the Group and other specific mattersdelegated to it by the Board.An explanation of how the Group creates and preserves value,and the strategy for delivering its objectives is included in theGroup Chief Executive’s review on pages 14 to 22.Members of the GEB are detailed on page 35.Relations with shareholdersThe Group recognises the importance of maintaining regulardialogue with its shareholders. The Group Chief Executive andGroup Chief Financial Officer have a regular programme ofmeetings and presentations with analysts and investors, includingpresentations following the publication of the Company’s full andhalf year results. This programme maintains an ongoing two-waydialogue between the Company and shareholders, and helps toensure that the Board is aware of shareholders’ views on a timelybasis. The Board also receives feedback at least twice eachyear from its corporate brokers on investors’ and the market’sperceptions of the Company. The Chairman and the SeniorIndependent Director are also available to shareholders.The AGM provides the Board with a valuable opportunity tocommunicate with private shareholders and is generally attendedby all of the Directors. Shareholders are given the opportunity toask questions during the meeting and to meet Directors followingthe conclusion of the formal part of the meeting. In accordancewith the Code, the level and manner of voting of proxies lodgedon each resolution at the AGM is declared at the meeting andpublished on the Company’s website. The Directors aim togive as much notice of the AGM as possible, which is atleast 21 clear days, as required by the Articles. In accordancewith the Articles, electronic and paper proxy appointments andvoting instructions must be received not later than 48 hoursbefore a general meeting.The Company has taken advantage of the provisions withinthe Companies Act 2006 which allow communications withshareholders to be made electronically where shareholders havenot requested hard copy documentation. Details of the informationavailable to shareholders can be found on page 112. Informationabout the Company is also available on the Company’s website(www.savills.com).Internal control and risk managementThe Board has overall responsibility for establishing andmaintaining the Group’s system of risk management and internalcontrol to safeguard shareholders’ investments and the Group’sassets and for reviewing the effectiveness of this system. However,such a system is designed to manage rather than eliminate the riskof failure to achieve business objectives and can provide onlyreasonable and not absolute assurance against materialmisstatement or loss.Key elements of the Group’s system of risk management andinternal control are:−−−−−a comprehensive system for planning and reporting theperformance of each operating subsidiary. The GEB and theBoard meet regularly and review the Group’s results againstplan and the previous year. The Group regularly reviewsperformance forecasts. Clear responsibilities are given tooperational and financial managers for the maintenance ofeffective financial controls and the production of accurateand timely management information;the regular review and assessment of the performance ofthe business including in relation to risk management andinternal control by the Board and its sub-committees,including the GEB;attendance at principal subsidiary boards by the Group ChiefExecutive and Group Chief Financial Officer. These boardsand their associated committees also meet regularly and haveformal reporting structures. Directors of operating subsidiariesare also closely involved in the day to day business of theirrespective operations and are tasked with identifying risksand ensuring that appropriate action is taken to mitigate andmanage these;a Group Risk Management Policy which sets out the processfor identifying, evaluating and managing the risks to theGroup’s business objectives, supported by an appropriateorganisational structure and clearly defined managementresponsibilities;a Group Risk Committee which reports to the AuditCommittee and is tasked with the review, discussion andchallenge of risks reported, the ongoing Group widedevelopment of internal controls and the monitoring of internalaudits and other sources of assurance on the effectivenessof internal controls. The Committee is chaired by the GroupChief Financial Officer and consists of senior managersfrom the Principal Businesses and Group Function headsincluding the Group Director of Risk Management and InternalAudit, Group Legal Director & Company Secretary andGroup IT Director;Our business Our governance Our resultsSavills plc Report and Accounts 2012 41