Corporate governance report
Introduction and general compliance statement
The Board believes best practice in corporate governance is an important tool in helping it carry out its responsibilities. The Board considers that, during the year and up to the date of this report, it has complied with the main principles and provisions of the Combined Code 2006. This report, the directors’ report and business review and the directors’ remuneration report describe how the Company has applied the principles of the Combined Code during the year.
The board of NWL also endeavours to maintain its own high standards of corporate governance and to comply with the Combined Code, wherever practicable.
The Board endeavours to act in accordance with the Group’s Code of Conduct, which addresses the Group’s responsibilities to a range of stakeholders and for the environment. This Code of Conduct is on the Company’s website.
The Board
The Board sets and implements the Company’s strategy and ensures compliance with Group policies and legal and regulatory obligations. The Group’s mission and strategy is set out in the directors’ report and business review.
Board agendas are proposed by the Managing Director and Company Secretary, with input from NWL’s management team, for approval by the Chairman.
The Company has adopted terms of reference which set out the matters reserved to the Board for approval and matters which are, or can be, delegated to the committees and management. The Company has also adopted financial approval rules which set out the authorisation processes and financial limits to be applied within the Company to financial transactions. NWL has adopted its own version of these guidelines. Standing or Executive Committees can take decisions not delegated to specific committees between Board meetings. All directors receive notice of Standing Committee meetings and may participate if they wish. Decisions taken by the Standing or Executive Committees are reported at the next Board meeting.
The following table sets out the attendance of directors at Board and committee meetings during 2008/09:
| Name | Board | Nomination | Remuneration | Audit |
|---|---|---|---|---|
| Number of meetings | 6 | 3 | 3 | 3 |
| Sir Derek Wanless | 6 | 3 | 2 | 3† |
| Sir Patrick Brown | 6 | 3 | 3 | 3 |
| John Cuthbert | 6 | 2 | 3† | 3† |
| Chris Green | 6 | – | – | 3† |
| Claude Lamoureux | 5 | – | – | – |
| Martin Nègre | 6 | 3 | 3 | – |
| Alex Scott–Barrett | 6 | 3 | 3 | 3 |
| Jenny Williams | 5 | 2 | – | 3 |
† Not a member, but attended at the invitation of the Committee Chairman.
At each meeting the directors receive reports from the Managing Director, the Finance Director and the chairmen of any committees which have met since the previous Board meeting.
The Chairman ensures that important issues are given enough time at meetings and that all directors can express their views. This enables full and vigorous discussion of key items.
The non–executive directors met formally once without the executive directors and are in regular contact with each other throughout the year. The non–executive directors also met once without the Chairman but did not consider additional formal meetings to be necessary.