Annual Report 2010 in PDF - BBA Aviation

Directors’
Corporate
Governance
Statement
continued
70 — Directors’ Report
Appointments of non-executive directors are made by the Board for
an initial term of three years. This term is subject to the usual regulatory
provisions and continued satisfactory performance of duties following
the Board’s annual performance evaluation. Re-appointment for a
further term is not automatic but may be made by mutual agreement.
In line with the practice adopted in 2010, all continuing directors of the
Company will retire and stand for re-election at the 2011 Annual
General Meeting.
The fees of the non-executive directors are determined by the
Board as a whole on the recommendation of the Group Chief
Executive. No director is involved in deciding his own remuneration or
fees. Details of the fees of non-executive directors in 2010 and 2011 are
set out on page 81 of the Directors’ Remuneration Report. Letters of
appointment for the non-executive directors are available for
inspection by shareholders at each AGM and during normal business
hours at the Company’s registered of ce.
7. Information and Professional Development
Board members meet regularly with members of the management
team. Site visits are arranged for Board members at which they
also meet employees in individual operations.
The Chairman takes responsibility for ensuring the directors
receive accurate, timely and clear information with Board and
Committee papers being circulated sufciently in advance of
meetings. The Board and its Committees are kept informed of
corporate governance and relevant regulatory developments as they
arise and receive appropriate briefngs. For example, in 2010, the Board
discussed a presentation on the UK Bribery Act. The Audit Committee
is routinely briefed on accounting and technical matters by senior
management and the external auditors which in 2010 included
discussions on the International Accounting Standards Board
Exposure Drafts concerning lease accounting and revenue
recognition. The Remuneration Committee receives updates on
remuneration trends and market practices as part of its regularly
scheduled business and in 2010 it was also updated on some of
the proposed changes to pensions legislation in the UK. The Board
has also met more informally with several of the Company’s
corporate advisers.
In addition to formal Board meetings, the Chairman maintains
regular contact during the year with other directors to discuss
specifc issues. Opportunities exist throughout the year for informal
contact between Board members and with members of the
senior management team. In addition the Board keeps itself informed
about the Company’s activities through a structured programme of
presentations to the Board from each of the businesses within the
Group and from a number of Group functional leaders. Site visits are
an important part of this programme enabling Board members to
meet employees in individual operations. For example, in September
2010 one of the Board’s scheduled meetings was held in California
where the Board also toured Signature’s Van Nuys FBO and were
introduced to ERO’s mobile response unit co-located there. They
visited ASIG’s fuel farm and ground support equipment maintenance
shops at Los Angeles International Airport as well as Ontic’s facility in
Chatsworth, California.
The Board believes that the identifcation of individual training
and development needs is primarily the responsibility of each
individual director. If particular training needs are identifed during the
annual Board performance evaluation, then plans are put in place and
the Company provides appropriate resources for developing and
updating the directors’ knowledge and skills. A more formal register of
the training that individual directors undertake will be maintained in
2011 and this register will be periodically reviewed by the Chairman
with the director concerned as part of the Chairman’s regular review of
their training and development needs.
All directors have access to the advice and services of the Group
Secretary and the Board has established a procedure whereby
directors wishing to do so in furtherance of their duties may take
independent professional advice at the Company’s expense. The
Company arranges appropriate insurance cover in respect of legal
actions against its directors. The Company has also entered into
indemnities with its directors as described on page 66 of this
Directors’ Report.
8. Performance Evaluation
In the autumn of 2010 the Chairman, in conjunction with the Senior
Independent Director, led the performance evaluation and appraisal
process for the Board, its members and its main Committees. The
Chairman discussed with each director individually their replies to a
questionnaire they had previously completed concerning the Board,
its Committees and their operation; progress made on the action
points agreed following the 2009 Board performance evaluation
process; and any concerns the director had and the director’s own
performance. In addition, the Senior Independent Director, in
consultation with the other non-executive directors and taking into
account the views of the executive directors, reviewed the
performance of the Chairman and the performance evaluation and
appraisal process as a whole.
Overall the conclusion from the Board evaluation and appraisal
process was positive, with each individual director contributing
actively to the efective performance of the Board and the
Committees of which he is a member. The Board discussed the main
points arising from the evaluation and it was agreed that the two
separate succession and development planning sessions held by the
Nomination Committee in 2010 were particularly valuable and that
this approach (one of the outcomes from the 2009 Board evaluation
process) should be continued. The Board also benefted from
corporate broker input prior to its annual strategy discussions in the
autumn of 2010.
The Board has reviewed the objectives it set itself in 2010
relating to strategy, succession planning and corporate social
responsibility, is pleased with the progress it has made and has set
further objectives for 2011, when it is planned that the Board’s annual
evaluation process will be led by an external facilitator.
9. Board Committees
The Board operates a Remuneration Committee, a Nomination
Committee and an Audit Committee. Written terms of reference for
each Committee are reviewed each year and are available on the
Group’s website www.bbaaviation.com or on request from the
Group Secretary.