82 JAGUAR LAND ROVER AUTOMOTIVE PLC ANNUAL REPORT 2018/19 GOVERNANCE 83 GOVERNANCE 84 Introduction to governance 91 Accountability 85 Leadership 93 Investor relations engagement 90 Effectiveness 94 Directors’ report 84 JAGUAR LAND ROVER AUTOMOTIVE PLC ANNUAL REPORT 2018/19 GOVERNANCE 85 INTRODUCTION TO GOVERNANCE LEADERSHIP Jaguar Land Rover remains committed to ensuring effective governance is in JAGUAR LAND ROVER AUTOMOTIVE PLC BOARD place to deliver our core values. It is the foundation on which we manage PROF. DR. RALF NATARAJAN NASSER and control our business and provides the platform for sustainable profitability. D. SPETH CHANDRASEKARAN MUKHTAR MUNJEE KBE, FREng NON-EXECUTIVE NON-EXECUTIVE CHIEF EXECUTIVE DIRECTOR AND INDEPENDENT OFFICER CHAIRMAN DIRECTOR Leadership Accountability The Jaguar Land Rover Automotive plc Board (“JLR plc Board”) Effective risk management is central to achieving our strategic rigorously challenges strategy, performance, responsibility and objectives and is a core responsibility of the JLR plc Board and its accountability so that every decision we make is of the highest quality. committees. Appointed Appointed Appointed February 2010 February 2017 February 2012 In this section, you will find information about the JLR plc Board and In this section, you will find information about the responsibilities and Jaguar Land Rover roles and committees Jaguar Land Rover roles and committees Jaguar Land Rover roles and committees Board of Management, the areas of focus for the JLR plc Board, and focus of the Audit, Remuneration and Disclosure Committees. • Chief Executive Officer • Chairman • Non-executive director the structure and role of our committees. See page 91 • Board of Management • Non-executive director • Audit Committee member See page 85 • Remuneration Committee member Experience Investor relations engagement Experience Prof. Dr. Ralf Speth joined Jaguar Experience Mr. Munjee was appointed to the Board of Effectiveness Maintaining strong relationships with our shareholder and bond Mr. Chandrasekaran is Chairman of the Tata Motors Limited in June 2008. He is also We continuously evaluate the balance of skills, experience, knowledge investors is crucial to achieving our aims. Land Rover as Chief Executive Officer on 18 February 2010. He was appointed Board of Tata Sons, the holding company on the Board of Tata Chemicals and several and independence of the directors. international companies operating in India, to the Board of Tata Motors and, in and promoter of more than 100 Tata In this section, you will find information about how we engage including ABB, HDFC and Cummins. Mr. Munjee 2016, to the Board of Tata Sons. Prior operating companies, including Tata Motors, In this section, you will find information about the induction and with our shareholder and bond investors. is Chairman of Tata Motor Finance, Tata to joining Jaguar Land Rover, Dr. Speth Tata Power and Tata Consultancy Services – development of our directors, as well as what we believe to be the key See page 93 Motors Limited Audit Committee, DCB Bank was a director at The Linde Group, of which he was Chief Executive from 2009 considerations when measuring the effectiveness of the JLR plc Board and the Aga Khan Foundation (India). Prior to the international industrial gases and to 2017. He joined the Tata Sons Board in and its committees. this, he was president of the Bombay Chamber October 2016 and was appointed Chairman engineering company. of Commerce and Industry. He established the See page 90 in January 2017. Infrastructure Development Finance Company in India and was its CEO for seven years. ANDREW M. ROBB P. B. BALAJI HANNE SORENSEN NON-EXECUTIVE NON-EXECUTIVE NON-EXECUTIVE INDEPENDENT DIRECTOR DIRECTOR DIRECTOR Appointed Appointed Appointed April 2009 December 2017 August 2018 Jaguar Land Rover roles and committees Jaguar Land Rover roles and committees Jaguar Land Rover roles and committees • Non-executive director • Non-executive director • Non-executive director • Chairman of the Audit Committee • Audit Committee member • Chairman of the Remuneration Committee Experience Experience Ms. Sorensen was appointed as a non- Experience Mr. Balaji was recently appointed as the executive director of Jaguar Land Rover Mr. Robb is Chairman of Tata Steel Europe. He Group Chief Financial Officer of Tata in August 2018. Ms. Sorensen holds an was a director of Pilkington Group plc until Motors Group. Prior to this, he was the Vice MSc in Economics and Management from 2003, having held the position of Finance President Finance for South Asia and Chief the University of Aarhus and is presently Director from 1989 to 2001. Prior to this, Financial Officer of Hindustan Unilever on the boards and committees of various from 1983 he was Finance Director of the Limited. Mr. Balaji started as a management international companies, including Tata Peninsular and Oriental Steam Navigation trainee at Unilever in May 1993. Consultancy Services, Tata Motors Company. Mr. Robb has served on a number and Sulzer. of plc boards as a non-executive director. 86 JAGUAR LAND ROVER AUTOMOTIVE PLC ANNUAL REPORT 2018/19 GOVERNANCE 87 BOARD OF MANAGEMENT FIRST LINE OF LEADERSHIP The Board of Management drives the Group’s strategy and goals The Board of Management together with the leaders of corporate affairs, legal, product and makes decisions concerning operational planning issues. creation and quality comprises the First Line of Leadership. They lead all activities and oversee delivery of strategic objectives for the Jaguar Land Rover businesses. PROF. DR. RALF D. SPETH FELIX BRÄUTIGAM KENNETH GREGOR IAN HARNETT KEITH BENJAMIN NIGEL BLENKINSOP HELEN McLINTOCK CHIEF EXECUTIVE CHIEF COMMERCIAL OFFICER CHIEF FINANCIAL OFFICER EXECUTIVE DIRECTOR, GLOBAL LEGAL DIRECTOR OF QUALITY GLOBAL CORPORATE OFFICER HR AND GLOBAL PURCHASING DIRECTOR AND AUTOMOTIVE SAFETY AFFAIRS DIRECTOR Responsibilities Responsibilities Responsibilities Responsibilities Responsibilities Responsibilities Mr. Bräutigam is responsible for Mr. Gregor leads the financial Mr. Harnett is responsible Mr. Benjamin is responsible for all Mr. Blenkinsop is responsible for Ms. McLintock leads corporate all global sales and marketing management of the business for human resources, global global legal matters, intellectual the safety, compliance and quality PR, internal communications, activity for the Jaguar and Land to deliver shareholder value purchasing and all property property, governance, compliance of our products and services; he responsible business and Rover brands. His role includes and growth ambitions. matters worldwide. and ethics, corporate audit, leads the quality transformation, government affairs. brand positioning, current and Responsibilities include security and investigations. driving improvement in enterprise future product planning, customer corporate finance, treasury, behaviours, systems and tools relationship management, financial reporting, accounting, to surpass our customers’ marketing communications, tax, internal control and expectations throughout brand experience strategies, business support. every interaction. global and regional sales Note: effective 1 June 2019 management, customer service Kenneth Gregor will be and supporting future growth. succeeded by Adrian Mardell as Chief Financial Officer. HANNO KIRNER GRANT McPHERSON QING PAN NICK ROGERS IAN CALLUM GERRY McGOVERN EXECUTIVE DIRECTOR, EXECUTIVE DIRECTOR, EXECUTIVE DIRECTOR, EXECUTIVE DIRECTOR, DIRECTOR OF DESIGN, LAND ROVER CHIEF CORPORATE AND STRATEGY MANUFACTURING JAGUAR LAND ROVER CHINA PRODUCT ENGINEERING JAGUAR DESIGN OFFICER Responsibilities Responsibilities Responsibilities Responsibilities Responsibilities Responsibilities Mr. Kirner oversees the Mr. McPherson is responsible Mr. Pan is responsible for Jaguar Mr. Rogers leads Jaguar Land Mr. Callum is positioning Jaguar Professor McGovern is the development of corporate and for the global manufacturing Land Rover’s business in China, Rover’s global engineering and as a modern and relevant brand creative heart of Land Rover product strategy, business operations side of the business, including Jaguar Land Rover research operations at board while respecting heritage and and responsible for the design transformation, global ensuring optimum efficiency to China, Chery Jaguar Land Rover level, encouraging technical values through his visionary strategy that has evolved the financial services, IT, royal deliver world-class safety, quality, Automotive Company Ltd and curiosity and disruptive innovation leadership in design. brand from off-road specialist and diplomatic affairs and the cost and environmental standards. Integrated Marketing, Sales and across his 10,000-strong team. to purveyor of luxury vehicles Special Operations division. Service (as acting President). He drives initial research concepts desired the world over. As a renowned automotive through to engineering across expert, Mr. Pan leads the whole all commodities, including Body; Jaguar Land Rover China team Chassis; Powertrain and Electrical, to drive forward future business leading product delivery and in the market. launch of new technology. 88 JAGUAR LAND ROVER AUTOMOTIVE PLC ANNUAL REPORT 2018/19 GOVERNANCE 89 THE ROLE OF THE JAGUAR LAND ROVER AUTOMOTIVE PLC EXAMPLES OF KEY MATTERS CONSIDERED BY THE JLR PLC BOARD BOARD AND THE BOARD OF MANAGEMENT DURING FISCAL 2018/19 Governance structure and flow of information TOPIC/ACTIVITY ACTIONS PROGRESS STRATEGY JAGUAR LAND ROVER REMUNERATION AUDIT COMMITTEE