Annual Report 2010 in PDF - BBA Aviation

Directors’ I am pleased to introduce the Directors’ Corporate Governance Statement. The Board is committed to
Corporate
ensuring that appropriate standards of corporate governance are maintained at BBA Aviation and the Board
Governance
regularly reviews its procedures in the light of emerging good practice; for example at the December meeting
Statement
of the Nomination Committee we discussed the importance of diversity of background in the context of
considering the range of skills and experience currently on the Company’s Board.
68 — Directors’ Report
The Board believes that good corporate governance helps to
contribute to improved Group performance. The Board, as a body,
takes responsibility for the long-term success of BBA Aviation and
as Chairman, I am responsible for leading the Board and ensuring
its ef ectiveness.
Every year, the Board targets a number of areas for improvement
– for example succession planning or corporate social responsibility –
against which progress is reviewed after 12 months and then new
objectives set. This activity forms part of a broader annual process to
evaluate the performance of the Board, its members and its main
committees: more detail about this is included in section 8 below.
In 2011 the Board is planning for its annual evaluation process to be led
by an external facilitator, as suggested by the new UK Corporate
Governance Code.
Board members appreciate their interactions with shareholders
and listen carefully to any comments. I welcome your comments on
this Corporate Governance Statement, or the 2010 Annual Report
more generally.
Michael Harper
Chairman
1 March 2011
1. Compliance
The Board is committed to ensuring appropriate standards of
corporate governance are maintained at BBA Aviation plc.
The Company applies the principles of corporate governance
set out in Section 1 of The Combined Code on Corporate Governance
(the Code) which sets out the standards of good practice in relation to
board leadership and efectiveness, remuneration, accountability and
relations with shareholders. The Board has also been mindful of the
principles that are stated in the UK Corporate Governance Code which
was adopted by the Financial Reporting Council in June 2010 and
which applies to companies with a fnancial year beginning after 29
June 2010 (copies of both codes are available at www.frc.org.uk/
corporate). The Board monitors the evolution of corporate governance
best practice, by reviewing and updating its procedures as required
and by adopting, where relevant, recommendations of governance
review bodies.
The directors can confrm compliance throughout 2010 with all
relevant provisions set out in the Code.
The Independent Auditor’s Report concerning the Company’s
compliance with the Code appears on page 85.
2. The Board’s Role
The Board provides efective leadership and agrees the Group’s
strategic aims. Its role is to ensure that the Company’s obligations
to its shareholders are met.
The Board recognises its collective responsibility for the longterm
success of the Company. Its role includes providing ef ective
leadership and agreeing the Group’s strategic aims. It assesses
business opportunities and seeks to ensure that appropriate controls
are in place to assess and manage risk. It is responsible for reviewing
management’s performance and oversees senior level succession
planning within the Group. The Board is responsible for setting the
Company’s values and standards, ensuring the Company’s obligations
to its shareholders are met.
There were six scheduled Board meetings in 2010 and two
meetings arranged at shorter notice. Details of attendance at
scheduled Board and Board Committee meetings are shown in the
table in section 3. Board meetings focus on strategy and f nancial
and business performance and during the year there was also an
additional meeting of Board members focusing on the longer term
strategic direction of the Group. Additional meetings are called as
required to deal with specifc matters. The Board agenda is set by the
Chairman in consultation with the Group Chief Executive, the Group
Finance Director, other Board members and the Group Secretary.