BOC Report and accounts 2005 - Alle jaarverslagen

Corporate governance 65
During the year Rob Margetts’ commitments have not changed. Details are set out in his biography on page 8.
During 2005, as part of the board evaluation process, the non-executive directors, led by Sir Christopher
O’Donnell as the senior independent director, reviewed the chairman’s performance and considered this against
the background of his other commitments. In their view the chairman has performed well against all the measured
criteria. He has consistently demonstrated full commitment to his responsibilities at BOC and he has always made
himself available when circumstances have required additional time commitment. Rob Margetts’ appointment as
chairman assumes he will spend approximately one and a half days a week on activities at BOC.The board is
satisfied that he has the personal commitment, the available time, including additional time should circumstances
demand it, to fulfil his responsibilities as chairman. Furthermore, the board is of the view that Rob Margetts’
expertise and the continuity that he brings to the post of chairman, is of great benefit to BOC.
The senior independent director is Sir Christopher O’Donnell. He has responsibility for chairing meetings of
the non-executive directors at which the chairman’s performance is appraised. He is also available to shareholders
should they have any concerns which contact through other channels has failed to resolve or for which such
contact may be inappropriate.
During the year Iain Napier and Julie Baddeley resigned as independent non-executive directors on
22 December 2004 and 28 February 2005 respectively. Rebecca McDonald was appointed as a non-executive
director on 1 July 2005. Non-executive directors are initially appointed for a three year term after which, whilst
not automatic, their appointment may be extended for a second term subject to mutual agreement and
shareholder approval.
The Group has long recognised the vital role that non-executive directors play in ensuring high governance
standards. BOC has for many years had high calibre non-executive directors who bring a wide range of experience
and expertise to the BOC board.The board has determined that all the non-executive directors are independent
in accordance with the definition of that term in the Combined Code on Corporate Governance and the New
York Stock Exchange listing standards and that they have no relationships which could materially interfere with the
exercise of their independent judgement.
The board has considered the position of Matthew Miau and determined that he is independent,
notwithstanding that he is also a non-executive director of BOC Lienhwa Industrial Gases Company Limited, a
50:50 joint venture in Taiwan between BOC and Lien Hwa Industrial Corporation. He is a representative of Lien
Hwa Industrial Corporation, a Taiwanese company. He does not have any executive responsibilities with either
company. Matthew Miau is the chairman of MiTAC-Synnex Group, a major electronics organisation with a turnover
greater than that of BOC, and he brings considerable expertise in the electronics and semiconductor markets and
an Asian business perspective to the board of BOC.The turnover of the joint venture attributable to BOC
represents approximately one per cent of the Group’s total turnover.The board has satisfied itself that neither this
association nor the time period with which he has been connected with the company are of sufficient significance
to either BOC or Matthew Miau to compromise his independence.
The board has a formal schedule of matters reserved to it. In particular the board’s main focus is on strategic
and policy issues, reviewing objectives and performance and the overall management of the Group.The board also
has responsibility for the review and monitoring of key company policies in such areas as risk management,
corporate governance, treasury matters and corporate social responsibility including safety, environment and the
Code of Conduct as well as all matters relating to the company’s listings on the London and New York Stock
Exchanges. On an annual basis the board reviews the senior managers and their succession and development plans.
The board has to approve all Group commitments in excess of £25 million. Presentations are made to the board
on major projects and periodic reviews are given by management from each of the lines of business and Gist.The
board delegates certain functions to committees.There are six board committees, details of which are given below.
The board meets six times a year, with two meetings held at major operating subsidiaries. One of the board
meetings is combined with a strategy meeting lasting over a two day period.The meetings held at operating sites
provide the opportunity for the board to meet with the local management teams and receive presentations about
the local business operations. During 2005 the board visited the Group’s operations in South Africa and Poland.