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on a rotational basis, from the divisionalmanaging directors as well as from directorsof key group functions (marketing, corporateaffairs, human resources and legal), enablingit to explore specific issues anddevelopments in greater detail.Board and committee meetings are held inan atmosphere of intellectual honesty ofpurpose and integrity, requiring reportingof the highest standard by managementand direct, robust and constructive debateamong board and committee members.4.3 Matters reserved for the boardThere is a schedule of matters which aredealt with exclusively by the board. Theseinclude approval of financial statements; thegroup’s business strategy; the annual capitalexpenditure plan; major capital projects;major changes to the group’s managementand control structure; material investmentsor disposals; risk management strategy;social and environmental policy; andtreasury policies.The board governs through clearlymandated board committees, accompaniedby monitoring and reporting systems. Eachstanding board committee has specificwritten terms of reference issued by theboard and adopted in committee. The termsof reference of the audit, remuneration andnomination committee are available on thecompany’s website or, on request, fromthe Company Secretary. All committeechairmen report orally on the proceedingsof their committees at the next meeting ofthe board, and the minutes of the meetingsof all board committees are included in thepapers distributed to board members inadvance of the next board meeting.4.4 The roles of executive andnon-executive directorsThe executive directors are responsiblefor proposing strategy and for making andimplementing operational decisions. Nonexecutivedirectors complement the skillsand experience of the executive directors,bring an independent judgement, andcontribute to the formulation of strategy,policy and decision-making through theirknowledge and experience of otherbusinesses and sectors.4.5 Information and trainingThe board and its committees are suppliedwith full and timely information, includingdetailed financial information, to enabledirectors to discharge their responsibilities.All directors have access to the advice ofthe Company Secretary. Independentprofessional advice is also available todirectors in appropriate circumstances,at the company’s expense, and thecommittees have been provided withsufficient resources to undertake their duties.None of the directors has sought independentexternal advice through the company.The Company Secretary is responsible foradvising the board, through the Chairman,on matters of corporate governance.Following the appointment of new directorsto the board, tailored induction programmesare arranged which involve industry-specifictraining, and include visits to the group’sbusinesses and meetings with seniormanagement, as appropriate. New directorsare briefed on internal controls at businessunit level and are advised of the legal andother duties they have as directors of a listedcompany as well as on relevant companypolicies and governance-related matters.The company arranges for majorshareholders to have the opportunity tomeet new appointees. The company is alsocommitted to the continuing development ofdirectors in order that they may build on theirexpertise and develop an ever more detailedunderstanding of the business and themarkets in which group companies operate.Members of board committees areencouraged to attend internal and externalbriefings and courses on aspects of theirrespective committee specialities, andregular updates on relevant legal, regulatory,corporate governance and technicaldevelopments are presented to committeemembers and, as appropriate, to the board.4.6 Outside appointmentsNon-executive directors may serve on anumber of outside boards, provided theycontinue to demonstrate the requisitecommitment to discharge effectively theirduties to SABMiller plc. The nominationcommittee keeps the extent of directors’other interests under review to ensure thatthe effectiveness of the board is notcompromised. The board is satisfied thatthe Chairman and each of the non-executivedirectors commits sufficient time to thefulfilment of their duties as Chairman anddirectors of the company, respectively.The board believes, in principle, in thebenefit of executive directors and membersof the executive committee accepting nonexecutivedirectorship of other companiesin order to widen their experience andknowledge for the benefit of the company.Accordingly, executive directors are permittedto accept one external non-executive boardappointment, subject to the agreement of theboard, and are allowed to retain any feesreceived from that appointment.Mr Mackay has been a non-executivedirector of Reckitt Benckiser plc since25 February 2005. Fees earned byMr Mackay from this appointment are setout in the Directors’ Remuneration Reporton page 54.4.7 Chairman, Chief Executive andSenior Independent DirectorThe roles of Chairman and Chief Executiveare separate, with responsibilities dividedbetween them. This separation ofresponsibilities is formalised in theirrespective letters of appointment, approvedby the board. There were no significantchanges to the Chairman’s externalcommitments during the year.The Chairman is available to consult withshareholders throughout the year, and, inthe month prior to the AGM, he also invitesmajor shareholders to meet with him to dealwith any issues. The board is kept informedof the views of shareholders through regularupdates from the Chairman, the CompanySecretary and the executive directors, aswell as through the inclusion in the boardpapers of relevant reports and commentariesof, and exchanges with, shareholders andinvestor bodies.The Senior Independent Director is LordFellowes. Lord Fellowes is chairman of thecorporate accountability and risk assurancecommittee (CARAC), and also serves onthe audit, remuneration and nominationcommittees, and is therefore well placed toinfluence the governance of the companyand to meet his responsibilities as SeniorIndependent Director. Lord Fellowes servesas an additional contact point forshareholders should they feel that theirconcerns are not being addressed throughthe normal channels. Lord Fellowes is alsoavailable to fellow non-executive directors,either individually or collectively, to discussany matters of concern in a forum that doesnot include executive directors or themanagement of the company. In the yearunder review, the Chairman hosted ameeting of the non-executive directors,without the executive directors present. LordFellowes has, in addition, held a meeting ofnon-executive directors without the presenceof the Chairman at which, among otherthings, the performance of the Chairmanwas discussed.4.8 Board, committee and directorperformance evaluationA formal evaluation of the performance andeffectiveness of the board and of the audit,remuneration, nomination and corporateaccountability and risk assurancecommittees is carried out each year, led bythe Chairman, with input from the SeniorIndependent Director and in consultationwith other directors and the CompanySecretary. The performance of the ChiefExecutive is reviewed by the remunerationcommittee and this review is shared withthe board. The performance of the ChiefFinancial Officer is reviewed by the ChiefExecutive and confirmed by the remuneration36SABMiller plc Annual Report 2007 Corporate governance