BOC Report and accounts 2005 - Alle jaarverslagen

Corporate governance 67
Performance evaluation
In line with the board’s decision to alternate each year between an internally and an externally facilitated review
process, during 2005 an externally facilitated review was undertaken with the emphasis on continuous
improvement and effectiveness of the board, its committees and the individual directors.The review focused on
matters such as the role and organisation of the board, the monitoring of Group performance, board leadership
and culture and board priority tasks including strategy and safety.The effectiveness of each of the principal
committees was evaluated as was the performance of each director.The chairman met with each director to give
feedback on his or her individual performance.
The results of the review were presented to the board.The chairmen of each of the audit, nomination
and remuneration committees reviewed the results of the evaluation of each committee at meetings of their
respective committees.The results were very positive, showing an improvement in performance overall since the
previous review.Where areas for improvement have been identified, actions are being agreed. From the results of
the 2005 review the board and principal committees are comfortable that they are operating effectively and that
all directors continue to contribute effectively and are committed to their respective roles at BOC.
Sir Christopher O’Donnell, as senior independent director, led a meeting of the non-executive directors to
review the performance of the chairman. Comments on the chairman’s performance are given on page 65.
Board committees
There are six board committees to which the board delegates specific areas of responsibility as described below.
The terms of reference of the audit, nomination and remuneration committees are available on the company’s
website (www.boc.com) or upon request to the company secretary.
Whilst only the members of each committee are entitled to attend the respective committee meetings, the
chairmen of each committee invite, as they consider appropriate, management and advisers to certain meetings to
assist the committees in carrying out their duties.
Audit committee
Members:Andrew Bonfield, Guy Dawson, Rebecca McDonald, Matthew Miau, Sir Christopher O’Donnell
(chairman) and Anne Quinn.All members are independent non-executive directors. Secretary: Nick Deeming.
The primary objective of the audit committee is to assist the board of directors in fulfilling its responsibilities
related to:
• financial reporting and quarterly results announcements;
• ensuring the independence and objectivity of the Group’s external auditors;
• determining the adequacy and effectiveness of the internal control environment.
The audit committee reviews its terms of reference on an annual basis.
The audit committee meets four times a year, the agendas being organised around the company’s financial
reporting cycle. Members’ attendance at meetings is detailed on page 66 and their qualifications are on pages
8 and 9.Time is set aside at one of these meetings for the committee to meet with the internal and the external
auditors separately without the executive management present.The committee reviews the effectiveness of
internal controls, matters raised by the internal and external auditors in their regular reports to the committee
and the quarterly financial statements prior to their release, as well as the arrangements by which staff of the
Group may, in confidence, raise concerns.The committee also monitors that an appropriate relationship between
BOC and the external auditors is maintained and reviews the policies and procedures in place to ensure the
independence and objectivity of the audit.The work undertaken by the committee during 2005 is described in
more detail in its report below.
Andrew Bonfield is considered by the board to be the audit committee financial expert. He is considered to
be independent in accordance with the definition of that term in the Combined Code on Corporate Governance
and the New York Stock Exchange listing standards.All other members of the committee are financially literate.