Annual Report 2010 in PDF - BBA Aviation

a. Remuneration Committee
Composition
The composition of the Remuneration Committee during 2010 is set
out in the table below. All committee members are independent nonexecutive
directors.
During Year
01/01/10 Resigned Appointed 31/12/10 01/03/11
Mark Harper (Chairman) – –
Nick Land – –
Peter Ratcliffe – –
John Roques 29/04/10 – – –
Hansel Tookes – –
During 2010 the Remuneration Committee had four scheduled
meetings and met at shorter notice on three occasions. These
meetings were minuted by the Group Secretary. Executive directors,
the Group HR Director and Michael Harper attend Remuneration
Committee meetings by invitation.
Role
The Remuneration Committee has two principal functions:
– making recommendations to the Board on the framework and
Board policy for the remuneration of executive directors and other
designated senior executives; and
– determining on behalf of the Board the specifc remuneration
package for each of the executive directors, including pension
rights and any compensation payments.
Further details of the work of the Remuneration Committee appear in
the Directors’ Remuneration Report.
b. Nomination Committee
Composition
The composition of the Nomination Committee during 2010 is set out
in the table below. The Nomination Committee now comprises the
Chairman, the Group Chief Executive and four independent nonexecutive
directors.
During Year
01/01/10 Resigned Appointed 31/12/10 01/03/11
Michael Harper
(Chairman) – –
Simon Pryce – –
Mark Harper – –
Nick Land – –
Peter Ratcliffe 29/04/10
John Roques 29/04/10 – – –
Hansel Tookes – – 29/04/10
Andrew Wood 29/04/10 – – –
Other directors attend Nomination Committee meetings by invitation.
The Nomination Committee meets as required. During 2010 the
Committee had two scheduled meetings, and one arranged on
shorter notice following consultation with all Committee members.
This was supplemented by informal meetings, individual brief ngs and
meetings between Committee members.
Role
The primary responsibilities of the Nomination Committee are to:
– make appropriate recommendations to the Board for the
appointment of replacement or additional directors;
– devise and consider succession planning arrangements
for directors and senior executives; and
– regularly review the structure, size and composition of the
Board and make recommendations to the Board with regard
to any changes.
In making its appointment recommendations to the Board, the
Committee reviews the overall balance of skills, diversity of
background, knowledge and experience on the Board against
current and future requirements of the Company and, as
appropriate, draws up a list of required candidate attributes,
including in the case of a non-executive appointment, the time
commitment expected.
The appointment process is initiated by identifying suitable
external search consultants for the vacancy and preparing details of
the role and capabilities required for the appointment. The process
difers in its detail depending on whether the appointment is for an
executive or non-executive position, but the essentials remain the
same and it was followed prior to the appointment, with ef ect from
29 April 2010, of Mark Hoad. The consultant draws up a list of
potential candidates and a shortlist is created through consultation
amongst Nomination Committee members. The Board as a whole is
also regularly updated as to the status of the appointment process.
Meetings as appropriate are arranged with Committee members
and the Committee aims to ensure that each Board member
is given the opportunity to meet any short-listed candidates.
The Nomination Committee will then meet to f nalise a
recommendation to the Board regarding the appointment and the
fnal appointment rests with the full Board.
Directors’ Report — 71