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Governance PDF 2.2Mb Directors’ Report Strategic Report Governance Financial Statements Other Information Introduction Audit Nominations Remuneration Responsibility Chairman’s introduction & Board Committee Committee Committee of Directors on Governance Index to key elements Directors’ Report Chairman’s introduction 53 Board of Directors 54 Management Board 56 Leadership and effectiveness 57 Board activities in 2018 58 Board effectiveness 60 Audit Committee 64 Nominations Committee 71 Remuneration Report Annual Statement on Remuneration 73 Richard Burrows Annual Report on Remuneration 90 Chairman Responsibility of Directors@ 114 Dear Shareholder During 2018, our Board focused on the evolution of our business, with We continue to enhance our global business conduct framework an emphasis on driving our potentially reduced-risk product portfolio and, during 2018, our ‘Delivery with Integrity’ programme included and overseeing the integration of our US business into the Group. extensive training for employees worldwide on the potential bribery and corruption risks associated with our operations and the launch Effective succession planning is another essential component of a refreshed anti-bribery and corruption procedure. The Board underpinning our long-term sustainable success. In 2018, our also approved a revised Group Data Privacy Policy applicable across Nominations Committee led a thorough and extensive selection the Group, supporting compliance with data protection obligations process leading up to its recommendation to appoint Jack Bowles as introduced by the EU GDPR. You can read more about our ‘Delivery successor to our Chief Executive, Nicandro Durante. We will report on with Integrity’ programme on page 31. the selection process leading up to the appointment of Tadeu Marroco as the successor to our Finance Director, Ben Stevens, in our Annual Following the acquisition of RAI, we are subject to US compliance Report and Form 20-F for 2019. obligations under NYSE rules and US securities laws as a ‘foreign private issuer’. During 2018, our Audit Committee has played a critical role in The Nominations Committee continues to keep the composition and monitoring the Group’s preparations to ensure full compliance with SOx, diversity of our Board and Management Board under regular review including oversight of our management assessment of the effectiveness and, in January, we welcomed new Management Board members of our internal controls over financial reporting (ICFR), and support the as part of changes introduced to accelerate execution of the Group’s attestation of compliance by our Chief Executive and Finance Director. strategy. Board succession planning and development of a diverse We explain our SOx compliance programme on page 69. senior management succession pipeline will continue to be priorities for the Nominations Committee in 2019. We give a full report on the In the UK, 2018 saw some of the most extensive reform of the activities of our Nominations Committee on pages 71 to 72. corporate governance landscape since the UK Corporate Governance Code was first published in 1992. We welcome the introduction of It is equally important that the Board as a whole has the capability the revised Code, its broader view of corporate governance and its to lead our transforming tobacco strategy. Board performance is emphasis on relationships with shareholders and wider stakeholders evaluated in detail on an annual basis. I have led this year’s internal in delivering long-term sustainable success. The Board has carefully evaluation of the Board, which found that the Board continues to be considered both the letter and the spirit of the revised Code and we effective and efficient. You will find details of this year’s evaluation and will report to shareholders on our application of the revised Code in key outcomes on pages 61 to 62. our Annual Report and Form 20-F for 2019. To assess the evolution of our potentially reduced-risk product In revising our Directors’ Remuneration Policy, presented for your portfolio, the Board visited our Global R&D Centre in Southampton consideration in the Remuneration Report ahead of our AGM in April to review the technologies and innovation driving our transforming 2019, our Remuneration Committee took into account extensive tobacco strategy, and the world-class science supporting it, with shareholder feedback and the revised Code requirements to sharpen scientists, product developers and other dedicated R&D teams. our policy’s alignment with shareholder interests and to ensure it In support of our strategy, the Board approved refreshed International continues to promote the Company’s long-term sustainable success. Marketing Principles in 2018 that apply across our product portfolio I would like to thank our shareholders who have already contributed worldwide and demonstrate our continued commitment to marketing to the development of our revised Remuneration Policy and their our products responsibly and in full compliance with evolving engagement on broader aspects of our corporate governance. regulations in all markets we operate in. My fellow Board members and I look forward to meeting further with We are focused on ensuring that integrity remains paramount in the shareholders in the lead up to, and at, our AGM in April 2019. conduct of our business across the Group. I would like to emphasise On behalf of the Board, I confirm that we believe that this combined that the Board does not tolerate failure to comply with either our legal Annual Report and Form 20-F presents a fair, balanced and obligations or our internally mandated high standards of behaviour. understandable assessment of the Company’s position, its performance As previously reported, through external legal advisers we are and prospects, as well as its business model and strategy. rigorously investigating allegations of misconduct and we continue to cooperate with the UK Serious Fraud Office’s investigation and with Richard Burrows other relevant authorities. A sub-Committee of the Board continues to Chairman have oversight of these matters. BAT Annual Report and Form 20-F 2018 53 Directors’ Report Board of Directors as at 27 February 2019 N A N Richard Burrows Kieran Poynter Nicandro Durante Jack Bowles Chairman (73) Senior Independent Director (68) Chief Executive (62) Chief Executive Designate (55) Nationality: Irish Nationality: British Nationality: Brazilian/Italian Nationality: French Position: Chairman since November Position: Senior Independent Director Position: Chief Executive since 2011; Position: Chief Executive Designate 2009; Non-Executive Director since since October 2016; Non-Executive Executive Director since 2008. since 1 November 2018; Executive September 2009; Chairman of the Director since 2010; member of the Nicandro will retire from the Board of Director since 1 January 2019. Jack will Nominations Committee. Audit and Nominations Committees. Directors on 1 April 2019. succeed Nicandro Durante as Chief Other appointments: Senior Other appointments: Non-Executive Other appointments: Senior Executive on 1 April 2019. Independent Director and Chairman of Director and Chair of the Audit and Independent Director of Reckitt Skills and experience: Jack brings the Remuneration Committee of Compliance Committee of Benckiser Group plc. significant experience in management Rentokil Initial plc; Supervisory Board International Consolidated Airlines Skills and experience: Nicandro has and leadership developed across his member and Chairman of the Group S.A.; Chairman and Chair of the extensive leadership skills developed previous roles. He joined the Group in Remuneration Committee at Nominations, Audit and Compliance in various senior international roles 2004 and was appointed as Chairman Carlsberg A/S. and Risk and Remuneration within the Group. He joined Souza of British American Tobacco France Skills and experience: Richard brings Committees of F&C Asset Cruz in Brazil in 1981, rising to become in 2005, before becoming Managing considerable consumer goods and Management plc. President of that company. Nicandro Director of British American Tobacco international business experience to Skills and experience: Kieran brings joined the Management Board in Malaysia in 2007. He joined the the Board, having been Chief Executive a wealth of financial and international 2006 as Regional Director for the Management Board as Regional of Irish Distillers and Co-Chief experience to the Board. He was Africa and Middle East region. He Director for Western Europe in 2009, Executive of Pernod Ricard. Prior Chairman and Senior Partner of joined the Board in 2008 as Chief becoming Regional Director for the to joining the Board, Richard was PricewaterhouseCoopers from 2000 Operating Officer, before being Americas in 2011, then Regional Governor of the Bank of Ireland. to his retirement in 2008, having appointed as Chief Executive in 2011. Director for Asia-Pacific in 2013. Richard is a Fellow of the Institute of started as a graduate trainee in 1971, Jack became Chief Operating Officer Chartered Accountants of Ireland. and is a former Chairman of Nomura in 2017 and Chief Executive Designate International PLC. Kieran is a in November 2018, before being Chartered accountant. appointed to the Board in January 2019. N R N R A N Ben Stevens Sue Farr Dr Marion Helmes Luc Jobin Finance Director (59) Non-Executive Director (62) Non-Executive Director (53) Non-Executive Director (59) Nationality: British Nationality: British Nationality: German Nationality: Canadian Position:
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