Annual Report 2010 in PDF - BBA Aviation

The Board has a formal schedule of matters reserved to it for decision
including approval of matters such as:
– strategy and objectives
– Group policies
– annual budgets
– dividends
– acquisitions and disposals of businesses (over a certain size)
– expenditure over a certain limit
– f nancial results
– appointment and removal of directors and company secretary
This schedule of matters is reviewed by the Board on an annual basis.
Matters outside the scope of this formal schedule are decided by
management in accordance with delegated authorities approved by
the Board and Audit Committee.
The Chairman and each of the non-executive directors has
provided assurances to the Board that they remain fully committed to
their respective roles and can dedicate the necessary amount of time
to attend to the Company’s af airs.
3. 2010 Board and Board Committee meeting attendance
The table below shows the attendance of Board and Board Committee
members at scheduled meetings. It does not show attendance by non-
Committee members at meetings to which they were invited.
Audit Remuneration Nomination
Board Committee Committee Committee
Number of scheduled meetings 6 4 4 2
Michael Harper 6 2
Simon Pryce 6 2
Mark Hoad * 4
Nick Land 6 4 4 2
Mark Harper 6 4 4 2
Peter Ratcliffe 6 4 4 2
Hansel Tookes 6 4 2
Andrew Wood + 2
John Roques ++ 1 1 1
* Mark Hoad was appointed to the Board on 29 April 2010 and has attended all Board meetings since
his appointment
+ Andrew Wood retired from the Board on 29 April 2010
++ John Roques retired from the Board on 29 April 2010
Directors unable to attend scheduled meetings or those arranged at
shorter notice discuss with the relevant chairman their views on the
business of that meeting.
4. The Board and Independence
At the date of this report, the Board comprises the chairman, four
independent non-executive directors and two executive directors
who contribute a wide range of complementary skills and experience.
Set out on page 9 is a short biography of each current director,
including that of the Chairman, Michael Harper, who retired from the
Board of Catlin Group Limited during the year.
Andrew Wood and John Roques retired as directors of the
Company on 29 April 2010. Mark Hoad was appointed as Group
Finance Director on 29 April 2010. On the same date, Nick Land was
appointed as Senior Independent Director and Michael Harper
became Chairman of the Nomination Committee.
The Board has determined that Nick Land, Mark Harper, Peter
Ratclife and Hansel Tookes are independent in character and
judgement. The Company has formal procedures in place to ensure
that the Board’s powers to authorise conficts are operated ef ectively
and such procedures have been followed throughout 2010.
The Board has decided that all Board members wishing to continue
serving on the Board will retire and stand for re-election at the 2011
AGM. The Board believes that each of the directors should be
re-elected by shareholders because each continues to be ef ective and
demonstrates commitment to the role that each of them performs.
During the year the Chairman met the other non-executive
directors without the attendance of the executive directors on a number
of occasions and there was a formal meeting of the Senior Independent
Director and non-executive directors without the Chairman present.
There were several other occasions during the year when discussions
between various directors took place on an informal basis.
Executive directors must obtain the prior consent of the Board
before accepting a non-executive directorship in any other company.
Executive directors may retain the fees from any such directorship.
No executive directors held non-executive directorships during 2010.
5. Chairman and Group Chief Executive
Michael Harper as the Chairman is primarily responsible for leading
the Board and ensuring its efectiveness. Simon Pryce as the Group
Chief Executive is responsible for the development and
implementation of Board strategy and policy and the running of
the Group’s business.
Throughout 2010 there has continued to be a clear division of
responsibilities between the Chairman and the Group Chief Executive.
This is reinforced by a written statement of the division of
responsibilities between the two positions which was reviewed and
updated by the Board in December 2010.
Michael Harper as Chairman is primarily responsible for leading
the Board and ensuring its efectiveness. He is responsible for setting
the Board agenda and ensuring the directors receive information in an
accurate, clear and timely manner. He is responsible for promoting
efective decision-making, ensuring the performance of the Board, its
committees and individual directors are evaluated on an annual basis
and that appropriate Board training and development occurs.
Simon Pryce as Group Chief Executive is responsible for the
development and implementation of Board strategy and policy and
the running of the Group’s business. He is also responsible for ensuring
that the business strategy and activities are ef ectively communicated
and promoted within and outside the business and for building
positive relationships with the Company’s stakeholders.
6. Board Appointments
The Board acknowledges its responsibility for planned and
progressive refreshing of the Board. It believes that the necessary
arrangements to manage succession issues promptly and ef ectively
are in place. There is a formal and transparent procedure for the
appointment of new directors to the Board, the prime responsibility
for which is delegated to the Nomination Committee. Further details
about that committee are set out in section 9 below.
The Nomination Committee had two meetings in 2010 to
discuss matters relating to succession planning (one meeting to
discuss senior executive succession and development planning and
one to discuss Board succession planning).
There is a written framework for the induction of new directors
which includes site visits, meetings with senior management and
advisers and the provision of corporate documentation. The induction
of Mark Hoad as a new Board member was mostly focused on the
obligations and requirements of being the director of a listed
company, whereas an induction for a non-executive director would
be more focused on introducing the director to the businesses within
BBA Aviation. New non-executive directors would also be available to
meet major shareholders on request.
Directors’ Report — 69