Annual report 2010 - Imperial Tobacco Group

Corporate Governance Report continuedStructure of the Board and Board CommitteesBoardRemunerationCommitteeNominationsCommitteeAuditCommitteeIain Napier, ChairmanAlison CooperGareth Davis(to 12 May 2010)Graham BlashillKen BurnettJean-DominiqueComolli(to 14 September 2010)Robert DyrbusMichael HerlihyPierre JungelsCharles Knott(to 17 July 2010)Susan MurrayBerge SetrakianMark WilliamsonMatthew Phillips(Secretary)Pierre Jungels,ChairmanMichael HerlihyCharles Knott(to 17 July 2010)Susan MurrayMark WilliamsonMatthew Phillips(Secretary)Iain Napier, ChairmanKen BurnettJean-DominiqueComolli(to 14 September 2010)Michael HerlihyPierre JungelsCharles Knott(to 17 July 2010)Susan MurrayBerge SetrakianMark WilliamsonMatthew Phillips(Secretary)Mark Williamson,ChairmanMichael HerlihyPierre JungelsCharles Knott(to 17 July 2010)Susan MurrayMatthew Phillips(Secretary)Strategy Performance Governance Financialsencouraging robust and constructive challenge and debate.This enables our Non-Executive Directors to use theirjudgement, experience and independence to critically reviewand, where appropriate, challenge strategies proposed bymanagement, thereby ensuring the further development ofour business, effective use of our resources and maintainingour high standards of conduct. The approach ensureswe act in the best long-term interests of our shareholders,while taking account of the wider community of interestsrepresented by our employees, customers and suppliers.Where appropriate, papers presented to our Board coveredenvironmental, community, ethical and reputational issues,thereby fully integrating them into our decision making andrisk assessment processes.During the year matters considered by the Board includedthe Chief Executive’s succession, the evolving strategicdirection of the business, a review of Group fundingarrangements (specifically refinancing through Bond issues)and the continued integration of the Altadis business.At its June 2010 meeting, senior managers from across thebusiness presented to the Board on key strategic issues.During the year the Board also considered and approvedannual and medium-term plans and operating results.By reviewing the Group’s results at each Board meetingwe ensure Directors are kept informed on our progress.Between Board meetings, Directors are supplied withmonthly performance reports, including detailed commentaryand analysis. To ensure Directors were fully informed on allCommittee matters, the Committee chairmen reported onthe proceedings of their Committee at the subsequent Boardmeeting with copies of Committee minutes distributed toall Directors. Our Non-Executive Directors also had regularseparate meetings at which the main item discussed wassuccession planning.Our Non-Executive Directors play a key role in corporateaccountability and governance through their membershipof the Board’s Committees. The membership and remitof each Committee are considered below, together witha record of each Director’s attendance at Board andCommittee meetings during the year.To ensure Directors are kept up-to-date on developingissues and to enhance the overall effectiveness of the Boardand its Committees, our Chairman and chairmen of theCommittees communicate regularly with the Chief Executiveand other members of the Chief Executive’s Committee(from 1 October 2010 the Operating Executive).In order for Directors to fulfil their duties they can seek bothindependent professional advice, at our expense, and theadvice and services of the General Counsel & CompanySecretary and other employees.How the Board spends its time1551030%Strategy 30Operating performanceFinancial performanceand financing3010 As part of the Group’s policy of annualreview, the terms of reference for eachof these Committees were reviewed and,where necessary, updated during theyear and are published on our website,www.imperial-tobacco.com. They are alsoavailable from the Company Secretary.1030GovernanceFeedback from committeesOther1551060