BOARD OF DIRECTORS 1 2 3 4 5 6 7 8 9 10 11 12 1. Jan du Plessis (British/South African) 5. Nicandro Durante (Brazilian/Italian) 9. Christine Morin-Postel (French) Chairman ▲ Chief Operating Officer and Director, Non-Executive Director ▲ ■ ● ◆ Appointed Chairman in July 2004, having been America-Pacific Appointed a Director on 1 October 2007. a Non-Executive Director since his appointment Appointed a Director and Chief Operating Christine is currently a Non-Executive Director to the Board in 1999. He was previously Group Officer on 1 January 2008 having previously of Royal Dutch Shell PLC and 3i Group plc. She Finance Director of Richemont. He is Chairman been Regional Director for Africa and Middle previously held a number of executive positions of the Nominations Committee. He is a Non- East and a member of the Management Board including Chief Executive of Société Générale Executive Director of Lloyds TSB Group plc. (54) since March 2006. He previously held senior de Belgique, Executive Vice-President and general management roles in Brazil (including member of the Executive Committee of Suez 2. The Rt. Hon. Kenneth Clarke QC MP (British) President of Souza Cruz) and also in the UK and Chairman and CEO of Crédisuez plc before Deputy Chairman and Senior and Hong Kong. (51) her retirement in 2003. (61) Independent Non-Executive Director ▲ ■ ● ◆ Appointed a Director in 1998 and will retire at 6. Robert Lerwill (British) 10. Anthony Ruys (Dutch) the conclusion of this year’s AGM on 30 April Non-Executive Director ▲ ■ ● ◆ Non-Executive Director ▲ ■ ● ◆ 2008. He is Chairman of the Remuneration and Appointed a Director in 2005, he is Chairman A Director from March 2006, he has been Corporate Social Responsibility Committees. He of the Audit Committee. He has been Chief appointed Chairman of the Remuneration is Non-Executive Director of Independent News Executive of Aegis Group plc since 2005 and Committee with effect from 1 May 2008. & Media (UK) Limited and Independent News was formerly a Director of Cable & Wireless plc He was previously Chairman of Heineken N.V. and Media p.l.c. (Republic of Ireland). (67) and WPP Group PLC. He is a Non-Executive He is a member of the Supervisory Boards of Director of Synergy Healthcare plc. (56) ABN AMRO Bank and Schiphol Airport N.V. 3. Paul Adams (British) and a director of Lottomatica S.p.A. (Italy). (60) Chief Executive 7. Karen de Segundo (Dutch) Appointed a Director in March 2001 and Chief Non-Executive Director ▲ ■ ● ◆ 11. Sir Nicholas Scheele (British/US) Executive in January 2004. He joined British Appointed a Director on 1 October 2007, she Non-Executive Director ▲ ■ ● ◆ American Tobacco in July 1991 and held senior has been appointed Chair of the Corporate Appointed a Director in 2005, he has been appointments as Regional Director, Asia-Pacific Social Responsibility Committee with effect from appointed Senior Independent Director with and Regional Director, Europe prior to becoming 1 May 2008. Karen retired as CEO Renewables effect from 1 May 2008. He is Chancellor of the Deputy Managing Director in June 2001 and and President Hydrogen of Shell International University of Warwick. He is Chairman of The Managing Director in January 2002. (54) in 2005. She is currently a Non-Executive Cambridge-MIT Institute and Key Safety Systems, Director of Lonmin plc, Merrill Lynch New Inc. (USA) and a Director of Caparo plc. (64) 4. Paul Rayner (Australian) Energy Technology plc, Ensus Ltd, Pöyry Oyj Finance Director 12. Thys Visser (South African) and Ahold NV. (61) Joined Rothmans Holdings Limited in Australia Non-Executive Director ▲ ◆ in 1991. He held senior executive positions with 8. Dr Ana Maria Llopis (Spanish) A Director since 2001. He is CEO of Remgro Rothmans before becoming Chief Operating Non-Executive Director ▲ ■ ● ◆ Limited, having held senior management positions Officer of British American Tobacco Australasia Appointed a Director in 2003. She is Executive with Rembrandt Group since 1980. He is Chairman Limited in September 1999. He became Deputy Chairman of the J F Llopis Foundation of Rainbow Chicken Ltd and is a Non-Executive Finance Director in January 2002. He has been and a member of the Good Governance Director of Medi-Clinic Corporation Limited, a Non-Executive Director of Centrica plc since Working Group for Spanish listed companies. Nampak Limited and Distell Group Limited. (53) September 2004. Paul Rayner will retire as Ana Maria was appointed a Non-Executive Finance Director at the conclusion of the AGM Director of ABN AMRO Bank in April 2007. (57) Board Committees on 30 April 2008. (53) Committee membership is indicated by the following symbols: ▲ Nominations Committee ■ Audit Committee ● Remuneration Committee ◆ Corporate Social Responsibility Committee 46 British American Tobacco Annual Report and Accounts 2007 DIRECTORS’ REPORT AND ACCOUNTS MANAGEMENT BOARD The role of the Management Board The Management Board, chaired by the Chief Executive, comprises the Executive Directors of British American Tobacco p.l.c. together with the executives shown on this page. The Management Board has delegated responsibility for overseeing the implementation by the Group’s operating subsidiaries of the policies and strategy set by the Board of Directors, and for creating the conditions for their successful day-to-day operation. 1 2 3 4 5 6 7 8 9 1. Mark Cobben (Dutch) 4. Rudi Kindts (Belgian) 7. Ben Stevens (British) Director, Latin America and Caribbean Director, Human Resources Director, Europe Joined British American Tobacco in 1993. He has Joined British American Tobacco in 1988. He Appointed Director, Europe in January 2004 held a number of senior roles across the Group has held a number of senior human resources having previously joined the Management (including General Manager in Switzerland, roles in the Group and his responsibilities have Board in 2001 as Development Director. Since Argentina, Russia and, most recently, Germany). covered Europe, Africa, the Middle East and joining British American Tobacco in 1989, he He has been Director, Latin America and Central and South Asia. He has been Director, has covered a number of senior marketing, Caribbean since October 2007. (51) Human Resources since July 2004. (50) finance and management roles particularly in Europe, South Asia and Russia. He has been 2. John Daly (Irish) 5. Michael Prideaux (British) appointed Executive Director with effect from Director, Asia-Pacific Director, Corporate and Regulatory Affairs 3 March 2008 and will succeed Paul Rayner Joined the Management Board as Regional Appointed Director, Corporate and Regulatory MANAGEMENT as Finance Director on 30 April 2008. (48) Director for Asia-Pacific in October 2004. He Affairs in 1998 following the demerger of B.A.T held a number of senior management roles Industries. He joined B.A.T Industries in 1989 8. Peter Taylor (British) for Rothmans International in Europe and the from Charles Barker, a leading financial and Global Operations Director Far East before becoming Area Director for corporate public relations, advertising and Joined British American Tobacco in 1980 and the Middle East and North Africa in 2001. (51) design agency, where he was Chief Executive. worked in a variety of operational and general (57) management roles across the Group. He was 3. Andrew Gray (Brazilian/British) appointed Global Operations Director in 2003. Director, Africa and Middle East 6. Jimmi Rembiszewski (German) (55) Appointed Director, Africa and Middle East Group Marketing Director in January 2008. He joined British American Joined the Group as a Marketing Director and as 9. Neil Withington (British) Tobacco 21 years ago and has held a variety a Territorial Director in 1991, having had various Director, Legal and Security and General of senior marketing and general management senior marketing and business appointments in Counsel roles in South America (including President Procter & Gamble and Jacobs Suchard. He has Appointed Director, Legal and Security and of Souza Cruz) and also in Central America, been a member of the Management Board General Counsel of British American Tobacco the Caribbean and Malaysia. (43) since 1996. (57) in 2000, having previously been the Group’s Deputy General Counsel. He joined the Group in 1993 after a career at the Bar and in the chemical and pharmaceutical industries. He has been a Director of Reynolds American Inc. since July 2004. (51) Annual Report and Accounts 2007 British American Tobacco 47 DIRECTORS’ REPORT AND ACCOUNTS DIRECTORS’ REPORT Introduction ended 31 December 2007. If approved, this dividend will The Directors present their report and the audited financial be paid on 7 May 2008 to shareholders on the register statements for the Group and the Company for the year at the close of business on 7 March 2008. Full details of ended 31 December 2007. A report from the Directors on dividends in respect of 2007 are given on page 108 in corporate governance is set out on pages 76 to 83 and note 8. the Remuneration Committee report is on pages 58 to 75. Annual General Meeting Business review The Annual General Meeting will be held at The Mermaid Section 234ZZB of the Companies Act 1985 requires Conference & Events Centre, Puddle Dock, Blackfriars, British American Tobacco p.l.c. (the Company) to produce London EC4V 3DB at 11.30am on 30 April 2008. Details a business review. The information that has been prepared of the business to be proposed at the meeting are to a standard which fulfils the requirements of that business contained in the Notice of Annual General Meeting review can be found in the Operating and Financial Review which is sent to all shareholders and is also published (OFR) on pages 8 to 45, those pages being incorporated on bat.com. by reference into this Directors’ Report. The preparation Directors of the OFR has also taken into account, where considered The following persons are the current Directors of the appropriate, the best practice set out in the UK Accounting Company: Standards Board’s ‘Reporting Statement: Operating and Financial Review’.