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29 Compass Group PLC Annual Report 2007Nomination CommitteeThe Nomination Committee meets on an asneeded basis and at the date of this report iscomprised of Sir Roy Gardner (Chairman),Sir James Crosby and Sir Ian Robinson.Val Gooding and Peter Cawdron steppeddown as members of this committee upontheir retirement as directors of the Companyon 31 December 2006 and 16 February 2007respectively as did Peter Blackburn upon hisretirement from the Board on 31 October2007. The committee reviews the structure,size and composition of the Board and itscommittees and makes recommendations withregard to any changes that are considerednecessary, both in the identification andnomination of new directors and appointmentof members to the Board committees, and thecontinuation of existing directors in office toensure that there is a balanced Board in termsof skills, knowledge and experience. Thecommittee retains external search consultantsas appropriate and reviews the leadershipneeds of the Group to enable it to competeeffectively in the marketplace. The committeealso advises the Board on succession planningfor executive Board appointments althoughthe Board itself is responsible for successiongenerally. The committee met four timesduring the year and director attendance forsuch meetings is shown in the table below.Remuneration CommitteeThe committee comprises; Sir James Crosby(Chairman), Steve Lucas, Sven Kado andTim Parker all of whom are independentwithin the definition set out in the Code. ValGooding stepped down as a member of thecommittee upon her retirement as a directorof the Company on 31 December 2006. SirJames Crosby succeeded Peter Cawdron asChairman of the committee on 17 February2007. The committee met six times during theyear and director attendance for each meetingis shown in the table below. The committee isresponsible for making recommendations onremuneration to the Board. The Director’sremuneration report is set out on pages33 to 39.The Chairman of the RemunerationCommittee attends the Annual GeneralMeeting to respond to any shareholderquestions that might be raised on thecommittee’s activities.General Business CommitteeThe General Business Committee comprisesall the executive directors and meets asrequired to conduct the Company’s businesswithin the clearly defined limits delegated bythe Board and subject to those mattersreserved to the Board.Corporate Responsibility CommitteeThe Corporate Responsibility Committeecomprises Sir Roy Gardner (Chairman),Richard Cousins, Andrew Martin, SteveLucas, Mark White and the Group HumanResources Director. The committee’s primaryresponsibilities include; health, safety andenvironmental practices, business conduct,the promotion of employee engagement anddiversity and community investment.Disclosure CommitteeThe Disclosure Committee comprises AndrewMartin, Mark White, the Group FinancialController and the Director of CorporateStrategy, Media and Investor Relations. Thecommittee meets as required to deal with allmatters relating to public announcements ofthe Company and the Company’s obligationsunder the Listing Rules and Disclosure Rulesof the UK Listing Authority.Executive CommitteeThe Executive Committee comprises, theexecutive directors of the Company, theGeneral Counsel and Company Secretary,Group Human Resources Director andthe Group Managing Directors. Thecommittee normally meets monthly and it isresponsible for implementing Group policy,day-to-day management, monitoring businessperformance and reporting on these areas tothe Board.Meetings attendanceThe table below shows the attendance ofdirectors at meetings of the Board, Audit,Remuneration and Nomination Committeesduring the year.Directors’ attendanceInternal auditThe internal audit function is involved in theassessment of the quality of risk managementand internal control and helps to promote andfurther develop effective risk managementwithin the businesses. Certain internal auditassignments (such as those requiring specialistexpertise) continue to be outsourced by theDirector of Internal Audit to KPMG LLPas required. A policy has been establishedregarding the recruitment of staff fromDeloitte & Touche LLP. The Audit Committeereviews internal audit reports and considersthe effectiveness of the function.Internal controlIn a highly decentralised Group, where localmanagements have considerable autonomy torun and develop their businesses, a welldesigned system of internal control isnecessary to safeguard shareholders’investments and the Company’s assets. Thedirectors acknowledge that they have overallresponsibility for the Group’s systems ofinternal control and for reviewing theeffectiveness of those controls. In accordancewith the guidance set out in the TurnbullReport, ‘Internal Control: Guidance forDirectors on the Combined Code’, anongoing process had been established foridentifying, managing and evaluating the risksfaced by the Group. This process has been inplace for the full financial year and up to thedate on which the financial statements wereapproved.The systems are designed to manage ratherthan eliminate the risk of failure to achievethe Group’s objectives, safeguard the Group’sassets against material loss, fairly report theAudit Remuneration NominationBoard meetings Committee meetings Committee meetings Committee meetingsEligible Eligible Eligible EligibleName of director Attended to attend Attended to attend Attended to attend Attended to attendPeter Blackburn 8 9 3 4 – – 3 4Peter Cawdron 1 3 3 – – 3 3 3 3Richard Cousins 9 9 – – – – – –Sir James Crosby 2 4 5 – – 3 3 1 1Sir Roy Gardner 9 9 – – 4 4 4 4Val Gooding 1 2 2 – – 2 2 2 2Gary Green 2 7 7 – – – – – –Sven Kado 8 9 3 4 6 6 – –Steve Lucas 8 9 4 4 6 6 – –Andrew Martin 9 9 – – – – – –Tim Parker 2 4 5 2 2 2 2 – –Sir Ian Robinson 2 7 8 2 2 – – 1 1This table shows only those meetings which each director attended as a member rather than as an invitee.1. Val Gooding and Peter Cawdron retired as directors on 31 December 2006 and 16 February 2007 respectively.2. Sir Ian Robinson and Gary Green were appointed directors on 1 December 2006 and 1 January 2007 respectively.Sir James Crosby and Tim Parker were appointed directors on 17 February 2007.