Annual Review 2006 British American Tobacco 33 Summary Corporate Governance and Summary Financial Statement SUMMARY CORPORATE GOVERNANCE Corporate governance Company’s business objectives rather than to eliminate British American Tobacco is committed to maintaining these risks. The internal control system can therefore high standards of corporate governance. Our corporate only provide reasonable, not absolute, assurance against governance framework is directed towards achieving material misstatement or loss. our business objectives in a manner which is responsible The Audit Committee is chaired by Robert Lerwill. Its SUMMARY CORPORATE GOVERNANCE and in accordance with high standards of honesty, role is to monitor the integrity of the financial statements transparency and accountability. These principles are of the Company, review and, where appropriate, make reflected in our Standards of Business Conduct, which representations to the Board on business risks, internal have been in place for many years and are kept under control and compliance. continual review in order to ensure that they remain at the forefront of best business practice. Every Group The Corporate Social Responsibility Committee is chaired company and every employee worldwide is expected by Kenneth Clarke and its role is to help identify and assess, to live up to them. In addition, the principles set out with management, those significant social, environmental within our Statement of Business Principles are designed and reputational risks that might impair the Company’s to help meet the expectations placed on us by our various strategic objective to be recognised as a responsible stakeholders. Both documents are available from the company in a controversial industry. The Committee Company Secretary and through our bat.com website. also evaluates the adequacy of the Company’s policies in this area and makes recommendations for change. The principal governance rules applying to UK companies listed on the London Stock Exchange are contained in the The Nominations Committee is chaired by Jan du Plessis. Combined Code on Corporate Governance adopted by the Its role is to make recommendations to the Board on Financial Reporting Council in July 2003 (the Code). The suitable candidates for appointment to the Board and Company has either complied with the Provisions of the Management Board, ensuring that both boards have an Code throughout the year or else a full explanation (in the appropriate balance of expertise and ability. In addition, case of the continuing appointment of Rupert Pennant-Rea) it is responsible for reviewing the succession plans for the has been provided in the Corporate Governance Statement Executive Directors and members of the Management Board. at pages 67 to 72 of the Annual Report and Accounts The Remuneration Committee is chaired by Kenneth where it has not. The Board therefore considers that the Clarke and the summary remuneration report below Company has satisfied its obligations under the Code. sets out its role, responsibilities and policies during 2006. The Board and its Committees SUMMARY CORPORATE GOVERNANCE The Board is responsible to the Company’s shareholders for the success of the Group and for its overall strategic direction, its values and its governance. Among the key matters on which the Board alone may make decisions are the Group’s business strategy, its annual budget, dividends and major corporate activities. It is also responsible for reviewing the Company’s internal control and governance system and for approving our Standards of Business Conduct. It held seven scheduled meetings in 2006. Responsibility for implementing the Group’s strategy and for creating the conditions for the Group’s successful day-to-day operation is delegated to the Management Board, which met nine times in 2006. The Board is also responsible for the overall system of internal control for the Company and its subsidiaries and for reviewing the effectiveness of the system. It carries out such a review at least annually, covering all material controls including financial, operational and compliance controls and risk management systems, and reports to shareholders that it has done so. The system is designed to manage risk that may impede the achievement of the 34 British American Tobacco Annual Review 2006 Summary Corporate Governance and Summary Financial Statement BOARD OF DIRECTORS SUMMARY CORPORATE GOVERNANCE Jan du Plessis (British/South African) The Rt. Hon. Kenneth Clarke QC MP Paul Adams (British) Paul Rayner (Australian) Chairman ▲ (British) Chief Executive Finance Director Appointed Chairman in July 2004, Deputy Chairman and Senior Appointed a Director in March 2001 Joined Rothmans Holdings Limited having been a Non-Executive Director Independent Non-Executive Director and Chief Executive in January 2004. in Australia in 1991. He held senior since his appointment to the Board in ▲■● ◆ He joined British American Tobacco executive positions with Rothmans 1999. He was previously Group Finance Appointed a Director in 1998. in July 1991 and held senior before becoming Chief Operating Director of Richemont. He is Chairman He is Chairman of the Remuneration appointments as Regional Director, Officer of British American Tobacco of the Nominations Committee. and Corporate Social Responsibility Asia-Pacific and Regional Director, Australasia Limited in September 1999. He is Chairman of RHM plc and a Committees. He is Non-Executive Europe prior to becoming Deputy He became Finance Director in January Non-Executive Director of Lloyds TSB Director of Foreign & Colonial Managing Director in June 2001 and 2002. He has been a Non-Executive Group plc. (53) Investment Trust PLC and Independent Managing Director in January 2002. (53) Director of Centrica plc since News & Media (UK) Limited. (66) September 2004. (52) Antonio Monteiro de Castro (Brazilian) Piet Beyers (South African) Robert Lerwill (British) Dr Ana Maria Llopis (Spanish) Chief Operating Officer and Director, Non-Executive Director▲ ◆ Non-Executive Director ▲■● ◆ Non-Executive Director ▲■● ◆ America-Pacific Appointed a Director in June 2004. He Appointed a Director in 2005, he is Appointed a Director in 2003. She Appointed a Director in March is an Executive Director of Richemont Chairman of the Audit Committee. is Executive Deputy Chairman of the 2002 and Chief Operating Officer and a Non-Executive Director of Distell He has been Chief Executive of Aegis J F Llopis Foundation and a member in January 2004. He is President of Group Limited and Remgro Limited Group plc since 2005 and was formerly of the Good Governance Working the administrative council of Souza where he was previously Marketing a Director of Cable & Wireless plc and Group for Spanish listed companies. CruzSAandamemberoftheboard Strategy Director. (57) WPP Group PLC. He is Non-Executive Previously she was Executive Vice- BOARD OF DIRECTORS of the Getulio Vargas Foundation. Director of Synergy Healthcare plc President at Indra and Chief Executive He has been a Director of Reynolds and a Director of The Anthony Nolan of Openbank, the Santander Group American Inc. since July 2004. (61) Trust. (55) online bank. (56) Rupert Pennant-Rea (British) Anthony Ruys (Dutch) Sir Nicholas Scheele (British/US) Thys Visser (South African) Non-Executive Director ▲■● ◆ Non-Executive Director ▲■● ◆ Non-Executive Director ▲■● ◆ Non-Executive Director ▲ ◆ Appointed Non-Executive Director of A Director from March 2006. He joined Appointed a Director in 2005. A Director since 2001. He is CEO of B.A.T Industries p.l.c. in 1995, Heineken N.V. in 1993 becoming Formerly President and Chief Operating Remgro Limited, having held senior becoming a Director of British Chairman in 2002. He is a member of Officer of Ford Motor Company. He is management positions with Rembrandt American Tobacco in 1998. He will the Supervisory Boards of ABN AMRO Chancellor of the University of Warwick. Group since 1980. He is Chairman of retire at the conclusion of this year’s Bank and Sara Lee International B.V. He is Chairman of The Cambridge-MIT Rainbow Chicken Ltd and is a Non- Annual General Meeting. Formerly and a director of Lottomatica S.p.A. Institute and Director of Pegasus Executive Director of Medi-Clinic Editor of The Economist and Deputy (Italy). He was appointed an Officer Holdings Group (USA), Grupo Proeza Corporation Limited, Nampak Limited Governor of the Bank of England. He is in the Order of Orange-Nassau in (Mexico) and Caparo plc. (63) and Distell Group Limited. (52) Chairman of Henderson Group plc and 2005. (59) Electra Kingsway VCT plc. (59) Annual Review 2006 British American Tobacco 35 Summary Corporate Governance and Summary Financial Statement MANAGEMENT BOARD SUMMARY CORPORATE GOVERNANCE Flavio de Andrade (Brazilian) John Daly (Irish) Nicandro Durante (Italian) Rudi Kindts (Belgian) Director, Latin America and Caribbean Director, Asia-Pacific Director, Africa and Middle East Director, Human Resources Joined the Management Board as Joined the Management Board as Appointed Regional Director for Africa Joined British American Tobacco in Regional Director for Latin America and Regional Director for Asia-Pacific in and Middle East and appointed to the 1988. He has held a number of senior Caribbean in January 2004, following a October 2004. He held a number of Management Board in March 2006. human resources roles across the long career in Brazil with Souza Cruz senior management roles for Rothmans He previously held senior financial and Group (including Europe, Africa,