Corporate Governance
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British Airways 2008/09 Annual Report and Accounts / 53 Corporate governance Overview The Board is accountable to the Company’s shareholders for the high standards of corporate Our business governance to which the Company is committed. Corporate governance Corporate Financial statements 54 / British Airways 2008/09 Annual Report and Accounts Board of directors The names and details of the current directors are set out below. Chumpol NaLamlieng All served throughout the financial year ended March 31, 2009. Independent non-executive director since November 2005. Audit Committee. He is a member of the Board of Directors and Board members as at May 21, 2009. Chairman of the Management Advisory Committee of the Siam Chairman Cement Public Company Limited, non-executive Chairman of Martin Broughton Singapore Telecommunications Ltd and non-executive director Board member since May 2000, becoming non-executive of The Siam Commercial Bank Public Co. Ltd. Chairman in July 2004. At the time of his appointment, Martin Dr Martin Read met the independence criteria set out in paragraph A.3.1 of the Independent non-executive director since May 2000. Chairman Combined Code on Corporate Governance (June 2006). of the Remuneration Committee. Nominations Committee. Martin Chairman of the Nominations Committee. Martin is currently was Group Chief Executive of LogicaCMG plc from 1993 to President of the Confederation of British Industry (CBI), his term 2007. He is an advisory board member of Siemens Holdings PLC, of office is due to end on June 2, 2009. a senior adviser to HCL Technologies Ltd (India) and a director of Chief Executive the homeless charity Shelter. Willie Walsh Alison Reed Executive Board member since May 2005, becoming Chief Independent non-executive director since December 2003. Executive in October 2005. Formerly Chief Executive of Aer Lingus, Chairman of the Audit Committee. Remuneration Committee. he is an honorary board member of Flight Safety International. Alison was previously Chief Financial Officer of Marks & Spencer Chief Financial Officer plc and Standard Life plc. She is a chartered accountant. Keith Williams Ken Smart Executive Board member since January 2006. Having joined Independent non-executive director since July 2005. Chairman of the airline in 1998 as Head of Taxation and being additionally the Safety Review Committee. Audit Committee. Ken is Chairman appointed Group Treasurer in 2000, Keith was appointed Chief of the UK Aviation and Maritime Industries Confidential Human Financial Officer in January 2006. He is a non-executive director Factors Incident Reporting Programme (CHIRP), a member of of Transport for London. Keith is a chartered accountant. the Flight Safety Foundation Board of Governors and a Visiting Non-executive directors Professor at Cranfield University. Maarten van den Bergh Baroness Symons Independent non-executive director since 2002, senior Independent non-executive director since July 2005. Audit and independent non-executive director since July 2004. Audit, Safety Review Committees. Life peer since 1996 and Privy Nominations and Remuneration Committees. Maarten is Councillor since 1998. Former Deputy Leader of The House Deputy Chairman of BT Group. of Lords and Minister of State from 1997 until 2005 when Baroness Kingsmill she stepped down from Government. International adviser Independent non-executive director since November 2004. Audit, to DLA Piper, Rio Tinto, Consolidated Contractors Company, Nominations and Safety Review Committees. A former Deputy MerchantBridge, and non-executive director of Caparo Group. Chairman of the Competition Commission, she chaired the Company Secretary Department of Trade and Industry’s Accounting for People task Alan Buchanan force. A member of the Microsoft European Policy Council. Joined the airline in 1990 becoming Company Secretary Adviser to Coutts bank. in April 2000. Jim Lawrence All directors are subject to retirement every three years and are Independent non-executive director since November 2006. eligible for re-election by the shareholders. In accordance with the Remuneration Committee. Jim is Chief Financial Officer Company’s Articles of Association, Martin Broughton and Keith of Unilever. Williams will retire and seek re-election by shareholders at the annual general meeting to be held on July 14, 2009. Biographical notes about the directors seeking re-election are set out in the explanatory notes of the Notice of annual general meeting. Chumpol NaLamlieng and Dr Martin Read have decided to retire as Board members when their current three-year terms of office come to an end at the annual general meeting and will therefore not be standing for re-election. British Airways 2008/09 Annual Report and Accounts / 55 Management Board Overview In the day-to-day running of the Company, the Chief Executive Silla Maizey is supported by the Management Board, the members of which, Acting Director of Customer. Joined the airline in 1978 and as at May 21, 2009, were the Chief Financial Officer and: has held various positions in Finance, Customer Service and Operations. Prior to her appointment as Acting Customer Director Robert Boyle on January 1, 2009, Silla was Head of Corporate Responsibility. Director of Strategy and Business Units. Joined the airline in 1993 in Corporate Finance, becoming Director of Planning in 2004, Tony McCarthy Commercial Director from October 2006 until his appointment Director People and Organisational Effectiveness. Joined the on January 1, 2009, as Director of Strategy and Business Units. airline in December 2007 from Royal Mail. The members of the Management Board are designated Garry Copeland as persons discharging managerial responsibility, along with Director of Engineering. Joined the airline in 1989. Having held the 11 directors. various positions including Chief Powerplant Engineer and General Manager (GM) Engineering and Quality Services, he became Our business Director of Engineering in September 2006. Andrew Crawley Director of Sales and Marketing. Joined the airline in 1992 and has worked in a variety of sales, marketing and operational roles in the UK, Europe and Asia. He became Director of Sales and Marketing on January 1, 2009. The number of scheduled Board and Committee meetings attended by each director during the year is shown in the table below: Audit Nominations Remuneration Safety Review Board meetings Committees Committees Committees Committees attended in attended in attended in attended in attended in Director the period the period the period the period the period Corporate governance Corporate Total in the period 74134 Martin Broughton 7 1 Willie Walsh 7 Keith Williams 7 Maarten van den Bergh 6 1 3 4 Baroness Kingsmill 7 4 1 4 Jim Lawrence 5 3 Chumpol NaLamlieng 7 2 Dr Martin Read 7 1 3 Alison Reed 7 4 3 Ken Smart 7 4 4 Baroness Symons 7 3 2 On April 1, 2009, Maarten van den Bergh left the Safety Review Committee and joined the Audit Committee. Details of the directors’ remuneration and share interests are set out in the report of the Remuneration Committee on pages 65 to 73. Financial statements 56 / British Airways 2008/09 Annual Report and Accounts Corporate governance statement The Company is committed to high standards of corporate The non-executive directors are drawn from a range of business governance. The Board is accountable to the Company’s and other backgrounds. This diversity is identified by the members shareholders for good corporate governance. The code of best as one of the strengths of the Board. Maarten van den Bergh is the practice, set out in Section 1 of the Combined Code as amended Board’s senior independent director. In this role he is available to from time to time and appended to the Listing Rules of the the shareholders should they have any concerns that they have Financial Services Authority (the ‘Combined Code’), has been been unable to resolve through normal channels. He is also adopted as the Company’s corporate governance statement. responsible for leading the Board’s discussions on the Chairman’s performance and would lead the process for the appointment of In accordance with the Listing Rules, the Company is required a new Chairman, when appropriate. to report firstly on how it applies the main principles of the Combined Code and secondly to confirm that it has applied the The non-executive directors scrutinise the performance of the Code’s provisions or, where it has not, to provide an explanation. management in order to be satisfied as to the integrity and The following section outlines the way in which the Company has strength of financial information, controls and risk management. applied the main and supporting principles in the Code. They have a prime role in appointing, removing and succession planning of senior management and, through the Remuneration The Board Committee, they are responsible for determining appropriate The Board directs the Company’s risk assessment, resource levels of remuneration for the executive directors. management, strategic planning and financial and operational Although the non-executive directors are eligible for non- management to ensure that obligations to shareholders and other contractual travel concessions in addition to their fees, this is not stakeholders are understood and met. Certain functions are considered to affect their independence. delegated to committees consisting of non-executive directors as detailed within this section. The Board generally meets eight times All directors receive regular and timely information about the a year, and additionally when necessary, to consider all matters Company prior to Board meetings. They also have access to the relating to the overall control, business performance and strategy Company Secretary for any further information they may require. of the Company and in succession planning. For these purposes If any of the non-executive directors has any concerns about the a schedule of matters reserved for Board decisions has been running of the Company they would first discuss these concerns established. The Board has also drawn up a schedule of matters with one of the executive directors, the Company Secretary or which must be reported to it.