BOC Report and accounts 2005 - Alle jaarverslagen

66 The BOC Group plc Annual report and accounts 2005 Corporate governance
The attendance of directors at board and principal board committee meetings during the year are detailed in the
chart below:
Audit Nomination Remuneration
Board committee committee committee
(six meetings) (four meetings) (six meetings) (six meetings)
Rob Margetts 6 n/a 6 n/a
Tony Isaac 6 n/a 6 n/a
Julie Baddeley 1 3 2 3 3
John Bevan 6 n/a n/a n/a
Andrew Bonfield 6 4 6 6
Guy Dawson 6 4 6 6
Alan Ferguson 2 n/a n/a n/a n/a
Kent Masters 3 3 n/a n/a n/a
Rebecca McDonald 4 1 1 1 1
René Médori 5 5 n/a n/a n/a
Matthew Miau 6 6 2 6 5
Iain Napier 7 1 1 2 2
Sir Christopher O’Donnell 6 4 6 6
Anne Quinn 6 4 6 6
’Raj’ Rajagopal 6 n/a n/a n/a
John Walsh 8 3 n/a n/a n/a
1. Julie Baddeley resigned on 28 February 2005 and she attended all board and committee meetings up to her resignation.
2. Alan Ferguson was appointed on 30 September 2005.This being the last day of the financial year he did not attend any board meetings.
3. Kent Masters was appointed on 1 March 2005 and he has attended all board meetings since his appointment.
4. Rebecca McDonald was appointed on 1 July 2005 and she has attended all board and committee meetings since her appointment.
5. René Médori resigned on 31 May 2005 and he attended all board meetings up to his resignation.
6. Matthew Miau missed three committee meetings due to conflicts in his schedule.
7. Iain Napier resigned on 22 December 2004. He attended all committee meetings up to his resignation but missed one board meeting due to a conflict
in his schedule.
8. John Walsh resigned on 1 March 2005 and he attended all board meetings up to his resignation.
Throughout 2005 the company continued to maintain directors’ and officers’ insurance.
There is a well established procedure enabling any director, in the furtherance of his or her duties as a BOC
director, to seek independent professional advice at the company’s expense.
All directors have access to the advice and services of the company secretary.The company secretary is
responsible for ensuring that the correct board procedures are followed and advises the board on all corporate
governance matters. In addition the company secretary manages the provision of information and documentation,
notably meeting papers, to the board promptly with enough time to enable them to prepare fully for any meeting.
Both the appointment and the removal of the company secretary are matters for the whole board.
Induction and professional development
Upon joining the board, new directors are required to undertake a full induction comprising, as appropriate to the
individual, site visits, meetings with the line of business chief executives, each member of the executive management
board and also key advisers. New directors are also advised of their legal and other duties and obligations as a
director of a listed company.This is supplemented by a reference binder, which is regularly updated, including
information about the board, the committees, directors’ duties, procedures for dealing in the company’s shares and
other regulatory and governance matters.
Appropriate training and briefings are available to all directors on appointment and subsequently, as necessary,
taking into account their individual qualifications and experience and any training requirements identified during the
annual performance review process.The company secretary monitors the availability and suitability of external
courses, details of which are circulated to the board. During the year certain directors attended external seminars
relating to specific areas of their responsibility.The board receives regular briefings on governance and regulatory
matters affecting the Group and its market sector activity and also on litigation relating to the Group.
The non-executive directors have full access to management and both internal and external auditors, and are
encouraged to stay fully abreast of the Group’s business, aided by site visits and meetings with senior management.