Full Annual Report - Inchcape

Section Two
Two
Governance
In addition to the above activities, the Audit Committee reviewed its
policy regarding the scope and extent of any non audit services
provided to it by its auditors.The purpose of the policy is to ensure
that the external auditors remain objective and independent.
A procedure is in place which must be complied with prior to the
external auditors being engaged in non audit work which is
approved by the Audit Committee.There is a clear division of
responsibility between audit and non audit staff and restrictions are
imposed on permitted areas of non audit work.The Company has
acted in compliance with this policy during 2009.
The Company has a guideline that the auditors should not
normally earn more for non audit services than for audit services.
In 2009, the audit fees were just less than the aggregate of the fees
earned by the auditors for other work. During the year the auditors
were heavily engaged in work relating to the Rights Issue which
closely related to their function as auditors.Also, the auditors
advised on a number of tax matters which are expressly permitted
under the policy.A full statement of the fees paid for audit and non
audit services is provided in note 3d on page 104.The Company
does not consider that this work, or the fees earned, have
compromised the independence of the auditors.
The Company’s whistleblowing policy is communicated to
employees on a global basis.The policy enables employees to raise
concerns with the Disclosure Response Team in cases where
conduct may be deemed to be contrary to the Company’s values.
Nominations Committee Report
Governance
The Nominations Committee is chaired by Ken Hanna who is
Chairman of the Board of Directors. It comprises three independent
Non-Executive Directors and the Group Chief Executive.
Only members of the Nominations Committee have the right to attend
Committee meetings. However, other individuals such as the Group
Human Resources Director and external advisors may be invited to
attend for all or part of any meeting, as and when appropriate.
The Nominations Committee formally met three times during 2009.
Attendance of these meetings is shown on page 58.
The responsibilities of the Nominations Committee include the
balance of Board membership; leadership needs of the Group
and succession planning.The Nominations Committee
discharged its responsibilities as set out in its Terms of Reference
during the year.The full Terms of Reference can be found at
www.inchcape.com/aboutus/corporategovernance.
Activities
The principal activities during 2009 were:
• review of the size and composition of the Board;
• succession planning for the Board and key management;
• appointments of Non-Executive Directors; and
• election and re-election of Directors.
As set out in last year’s Annual Report, Peter Johnson retired at the
2009 AGM and was succeeded by Ken Hanna as Chairman of the
Group and the Nominations Committee.Graham Pimlott took over
Ken’s role as Chairman of the Audit Committee.
During 2009, the Nominations Committee reviewed the Board’s
composition and the types of skills it considered would benefit the
Ken Hanna
Nominations Committee
Chairman
2009 highlights
• Change of Chairman
• New appointments to the Board
2010 objectives
• Composition of the Board
• New corporate responsibility committee
Members From To
Ken Hanna – Chairman 14 May 2009 To date
Will Samuel 1 April 2005 To date
Michael Wemms 29 July 2004 To date
David Scotland 29 November 2005 To date
André Lacroix 1 January 2006 To date
Group in the future and to enhance the balance of the Board.An
external recruitment company identified Alison Cooper and Nigel
Northridge as suitable candidates and following a rigorous interview
process they were appointed on 1 July as recommended by the
Nominations Committee.Each received a formal letter of appointment
setting out clearly what is expected in terms of time commitment,
committee service and involvement outside Board meetings.
John McConnell was promoted to Group Finance Director from Chief
Executive of Inchcape Australasia with effect from 1 October 2009.
The Nominations Committee made recommendations for the
election and re-election, by shareholders, of Directors retiring at the
2010 AGM. No Director was present when his or her election or reelection
was considered. In particular, the Nominations Committee
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