Annual report 2010 - Imperial Tobacco Group

Meetings of the Board, Board Committees and ShareholdersAuditCommitteeRemunerationCommitteeNominationsCommittee 1Annual GeneralMeetingBoardTotal number of meetings in Financial Year 6 3 4 1 1Number of meetings attended in Financial YearExecutive DirectorsMrs A J Cooper 5/5 – – – 1/1Mr G Davis 2 4/4 – – – 1/1Mr G L Blashill 6/6 – – – 1/1Mr R Dyrbus 6/6 – – – 1/1Non-Executive DirectorsMr I J G Napier 6/6 – – 1/1 1/1Dr K M Burnett 3 5/6 – – 1/1 1/1Mr J-D Comolli 4 6/6 – – 1/1 1/1Mr M H C Herlihy 6/6 3/3 4/4 1/1 1/1Dr P H Jungels 6/6 3/3 4/4 1/1 1/1Mr C F Knott 5 5/5 3/3 2/2 1/1 1/1Ms S E Murray 6/6 3/3 4/4 1/1 1/1Mr B Setrakian 3 4/6 – – 0/1 1/1Mr M D Williamson 6/6 3/3 4/4 1/1 1/11 Held in the form of a meeting of all Non Executive Directors as required by the Committee’s Terms of Reference.2 Mr Davis retired from the Board on 12 May 2010.3 Dr Burnett was unable to attend one Board meeting due to travel restrictions associated with the Icelandic volcanic ash cloud. Mr Setrakian was unable toattend one Board meeting due to a family bereavement. He was also unable to attend a further Board meeting and the Nominations Committee meeting,but for both meetings gave full consideration to the matters to be discussed and provided his input to the chairmen.4 Mr Comolli resigned from the Board on 14 September 2010.5 Mr Knott resigned from the Board on 17 July 2010.The maximum number of meetings for each individual Director is the number which they were eligible to attend.Chief Executive’s CommitteeMembersAlison CooperGareth Davis (to 12 May 2010)Graham BlashillRobert DyrbusGary Aldridge (Manufacturing Director)Fernando Dominguez (ChiefOperating Officer Cigar Business)Alison CooperChief ExecutiveMatthew Phillips (General Counsel& Company Secretary, (from 1 October2010 Group Corporate and LegalAffairs Director))Kathryn Turner (Group HumanResources Director)OverviewTo ensure that the business is structured to support oursustainable sales growth strategy and provide specific focuson the operational and development agendas of the business,we have established two cross-functional teams: the OperatingExecutive and the Development Executive, which replaced theChief Executive’s Committee on 1 October 2010.The Chief Executive’s Committee comprised all ourExecutive Directors together with our Manufacturing Director(who left the business on 30 September 2010), GroupHuman Resources Director, Chief Operating Officer CigarBusiness and the General Counsel & Company Secretary(from 1 October 2010 Group Corporate and Legal AffairsDirector). It met 13 times during the year.ResponsibilitiesThe responsibilities of the Committee included:– reviewing and subsequently recommending to the Boardchanges to Group Strategy;– ensuring effective implementation of Group strategy;– reviewing accounting information prior to submission tothe Board; and– ensuring the use and level of the Group’s resourcesare optimised.How the Chief Executive’s Committee Met itsResponsibilities During the YearTo ensure the effective implementation of Group strategyand policy our Board delegated authority of the day-to-dayoperation of the business to our Chief Executive and theChief Executive’s Committee. This delegation was, however,subject to the schedule of matters on which the Board aloneis able to decide and those on which only our shareholdersare able to decide.In addition to implementing our strategy and ensuring thatthe use and level of the Group’s resources are optimised andeffectively managed, the Committee oversaw all the Group’sactivities, forecasts, policies and operations. As part ofthis review process the Committee developed andrecommended to the Board changes in strategy to enableus to achieve our overall objective of creating sustainableshareholder value.61