Full Annual Report - Inchcape

Section Two
Two
Governance
Inchcape plc
Audit
Committee
Remuneration
Committee
Executive
Committee
Nominations
Committee
Corporate
Responsibility
Committee
Delegated authorities:
Financial Reporting
Risk Management
Internal Control
Delegated authorities:
Remuneration policy
Incentive plans
Performance targets
Delegated authorities:
Group strategy
Operational
Management
Delegated authorities:
Balance of the Board
Leadership of the Group
Succession planning
Delegated authorities:
Oversight of the Group
CR programme
Delegated authorities:
Risk oversight
Business Risk Assessment
Control processes
Risk
Management
Strategy Group
Group
Capital
Committee
Delegated authorities:
Oversight of Group
capital expenditure
A statement of the Directors responsibilities for preparing the
consolidated Financial statements and a statement regarding the
status of the Company as a going concern is on page 76.
The Board of Directors
The Board comprises a Non-Executive Chairman, six Non-Executive
Directors and two Executive Directors.
The Chairman, Ken Hanna, is responsible for the leadership of
the Board and the balance of its membership.The Group Chief
Executive,André Lacroix, is responsible for leading and managing
the business with support from the Executive Committee.
Will Samuel is the Deputy Chairman and Senior Independent
Non-Executive Director.The Committee Chairmen are:
• Michael Wemms – Remuneration Committee;
• Graham Pimlott – Audit Committee;
• Ken Hanna – Nominations Committee;
• David Scotland – Corporate Responsibility Committee.
The biographical details of the Directors (including details of
other directorships held) and the Executive Committee can be
found on pages 52-55.
Articles of Association
Article 74 requires that every Director will seek re-election to the
Board at least every three years,subject to election by shareholders
at their first AGM.Articles 70 to 72 provide for the appointment
and removal of Directors by the Board.All Directors are subject to
the provisions of the Companies Act 2006 in relation to the removal
of Directors.
Under Articles 82 and 83 the Board may authorise any conflicts of
interest. If a Director becomes aware of a conflict he/she must notify
the Board in writing at the next Board meeting.A register of conflicts
is kept by the Group Company Secretary. It is the duty of the
Directors to inform the Board of any updates to their conflicts.
No such conflicts have been reported during 2009.
Board operation
The Board is responsible for setting the strategic agenda for
the Company and for ensuring that its values and standards
are applied throughout the Group’s businesses. Day to day
management is delegated to the Executive Committee, however
matters which require Board approval include:
• budget;
• capital expenditure, acquisitions and disposals;
• group policies;
• financial results;
• board and Company Secretary appointments;
• corporate and capital structure;
• internal controls and risk management.
The full schedule of Matters Reserved for the Board can be found
on the Company’s website at
www.inchcape.com/aboutus/corporategovernance.
Specific responsibilities are delegated to the Board’s Committees.
The reports for the Audit, Nominations and Remuneration
Committees are on pages 64-67.
www.inchcape.com 57