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Good Governance Board of Directors GOOD OVERVIEW GOVERNANCE Maintaining high standards of governance underpins everything we do, ensuring STRATEGY our people and operations behave responsibly. MARK WILLIAMSON Chairman PERFORMANCE DEAR SHAREHOLDER ENSURING OUR ANNUAL REPORT IS FAIR, This Corporate Governance Report details our approach to BALANCED AND UNDERSTANDABLE governance and the responsible way we run our business. A number of long-established and embedded processes In what proved to be a difficult year for the Group, strong underpin the key compliance requirement for our Annual Board oversight was vitally important. A major focus of Report to be fair, balanced and understandable. These include: this was the discussions relating to the best allocation of drafting of the Annual Report by appropriate senior resources to continue driving our strategy. These included management who monitor regulatory changes, are briefed approving our revised dividend policy, the commencement regarding the fair, balanced and understandable regulations of a share buyback programme, our asset divestment and ensure consistency throughout the report; GOVERNANCE programme and our investment in Auxly Cannabis Group Inc. extensive verification process undertaken to ensure factual accuracy and a fair presentation of our performance; We have also been focusing on Board succession, welcoming reviewing the use of adjusted measures and their Sue Clark and Jon Stanton to the Board and looking to appoint appropriateness in aiding users of our financial statements suitable successors for both myself and Alison Cooper, who to better understand our performance year-on-year; consideration and review of an advanced draft by Internal we announced in October will step down after 20 years with Audit and the Disclosure Committee to ensure accurate and the Company, the last nine of which have been as CEO. After balanced disclosure; eight years on the Board Malcolm Wyman retired in May 2019 comprehensive reviews of drafts of the Annual Report with our thanks and best wishes for the future. undertaken by members of the OPEX and other senior management; Whilst we have applied and were fully compliant with the the Audit Committee discussing the draft Annual Report requirements of the 2016 UK Corporate Governance Code with both management and our auditors PwC and, where throughout the year, we have adopted several provisions appropriate, challenging the content and any judgements FINANCIALS from the 2018 Code early, including my intention to step down and assumptions used; from the Board and the appointment of Steven Stanbrook as all Board members receiving drafts of the Annual Report with our Workforce Engagement Director. We will report on our sufficient time for review and comment prior to the year-end application of the 2018 Code in next year’s Annual Report. meetings in October 2019; and the Audit Committee reviewing the final draft at its meeting in Details of the Company’s governance framework and how it October 2019 at which time it was required to express its opinion underpins the delivery of our sustainable growth agenda are prior to consideration by the Board. set out in the following sections. After consideration of the above processes and review of the Annual Report, the Directors confirm that they consider, taken as a whole, that it is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy. MARK WILLIAMSON Chairman www.imperialbrandsplc.comwww.imperialbrandsplc.com 41 BOARD OF DIRECTORS MARK WILLIAMSON, CA (SA) Appointment Chairman of the Board Appointed to the Board of Directors in October 2013 and became Chief Financial Skills and experience Officer in November 2013. Mark is a qualified accountant, who External appointments brings considerable financial and general managerial experience to our Board. Mark No external Director appointments. was Chief Financial Officer of International Power plc until 2012 and is experienced in MATTHEW PHILLIPS, LLB managing relationships with the investor Chief Development Officer and financial communities. He is also a Mark Williamson D N Chairman former Senior Independent Non-Executive Skills and experience Director and Chairman of the Audit Matthew held a number of senior roles Committee of Alent PLC. prior to his appointment to the Board as Corporate Affairs Director in June 2012 and Appointment has been integral to the development and Mark joined the Board in July 2007 and implementation of the Group’s strategy. was appointed Senior Independent Non- In his current role he is responsible for NGP Executive Director in February 2012. He was innovation, product science, smokeless subsequently appointed Deputy Chairman tobacco, corporate development and of the Board in January 2013 before being corporate and legal affairs. made Chairman in February 2014. In anticipation of the requirements of Appointment the new UK Corporate Governance Code Appointed Director in June 2012. Appointed Alison Cooper E regarding a Chairman’s tenure on a Board, Chief Development Officer in June 2015. the Company announced in February 2019 External appointments that it had initiated a process to search for a Non-Executive Chairman to succeed Mark. No external Director appointments. External appointments SUE CLARK 1 Chairman of Spectris plc and Senior Non-Executive Director Independent Non-Executive Director and Chairman of the Audit Committee Skills and experience 1 of National Grid plc . Sue has strong international business credentials with over 20 years’ Executive ALISON COOPER, BSC, ACA Committee and Board level experience in Chief Executive Officer the FMCG, regulated transport and utility sectors. Sue held the role of Managing Oliver Tant E Skills and experience Director of SABMiller Europe and was an Alison is leading the business through Executive Committee member of SABMiller a transformative period in its history. plc. She joined SABMiller in 2003 as Having successfully implemented our Corporate Affairs Director and was part of tobacco strategy, she is now also focused the executive team that built the business on accelerating our growth in Next into a top five FTSE company. Generation Products, which represents Appointment a substantial additive opportunity for Imperial. Alison joined the Company Appointed Non-Executive Director in 1999 and, through a number of senior in December 2018 and Chair of the roles prior to her appointment as Chief Remuneration Committee in February 2019. Executive, has made a substantial External appointments contribution to our international expansion. Non-Executive Director and Chairman of Matthew Phillips E Appointment the Remuneration Committee of Britvic plc1, Non-Executive Director and member Appointed Director in July 2007. Appointed Chief Executive in May 2010. of the Audit and Remuneration Committees of Bakkavor Group plc1 and a member of External appointments the Supervisory Board and Remuneration No external Director appointments. Committee of AkzoNobel N.V1. Sue is also a Non-Executive Director of Tulchan OLIVER TANT, BSC, CA Communications LLP2. (SCOTLAND) Chief Financial Officer Skills and experience Sue Clark D N R Chairman Oliver held a number of senior positions in a 32-year career at KPMG, including Global Managing Director Financial KEY Advisory and Private Equity Division and Head of UK Audit. E Executive Director He was also a member of both the UK D Non-Executive Director and German boards of KPMG. He brings S Company Secretary to Imperial international experience in change management, organisational N Succession and Nominations restructuring, corporate finance and Committee mergers and acquisitions. A Audit Committee In his current role he is responsible R Remuneration Committee for finance, treasury, investor relations, 1. Public listed company procurement and information technology. 2. Private organisation 42 Imperial Brands Brands | Annual Annual Report Report and and Accounts Accounts 2019 2019 CHAIRMAN’S INTRODUCTION - GOVERNANCE THÉRÈSE ESPERDY External appointments OVERVIEW Non-Executive Director of Cott Corporation1 Senior Independent and Group 1 Automotive Inc1. Steven is also Non-Executive Director a Partner of Wind Point Partners2 and a Skills and experience Director of The Vollrath Company LLC2. Thérèse has significant international investment banking experience having JON STANTON held a number of roles at JP Morgan Non-Executive Director including Global Chairman of JP Morgan’s Financial Institutions Group, Co-Head Skills and experience of Asia-Pacific Corporate & Investment Jon has a wide range of experience, with Thérèse Esperdy D A N Banking, Global Head of Debt Capital a first-class international business track Markets, and Head of US Debt Capital record, including significant US exposure. Markets. She began her career at Lehman In 2016 he was appointed Chief Executive STRATEGY Brothers and joined Chase Securities of Weir Group PLC, having previously been in 1997 prior to the firm’s merger with CFO from 2010. Prior to that he spent 22 JP Morgan in 2000. years at Ernst & Young, LLP, the last nine She also meets the recent and relevant years of which were as an audit partner. financial experience requirements of the Appointment UK Corporate Governance Code. Appointed Non-Executive Director in Appointment May 2019. Appointed Senior Independent Non- External appointments Executive Director in May 2019 having 1 Simon Langelier D A N joined the Board in July 2016. Chief Executive of Weir
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