Board Composition: Currently, the Board has eleven members: three Executive Directors and eight Non-Executive Directors. No individual or group of individuals dominates the Board's decision-making. Collectively, the Non-Executive Directors bring a valuable range of international experience and expertise as they all currently occupy or have occupied senior positions in industry and public life.
The role of the Board: The Board has responsibility for the overall management and performance of the Group and the approval of its long-term objectives and commercial strategy. It is responsible for ensuring that any necessary corrective action is taken promptly to ensure our objectives are met.
The Chairman: John Sunderland is our Chairman. During the year, he retired as an Executive Director but retains the same responsibilities as before. John's role:
- Ensures the effective running of the Board, its agenda and process;
- Ensures the Board agrees the strategy for the Company and checks on its implementation;
- Promotes the highest standards of corporate governance and ensures appropriate communication with shareowners on these and our financial performance;
- Ensures the maintenance of our Purpose and Values;
- Ensures we have an adequate succession planning process at the Board and senior management level;
- Acts externally in maintaining appropriate relationships and projects the Company and our views; and
- Works with the Chief Executive and the Chief Executive's Committee to provide support and advice as appropriate.
The Chief Executive Officer: Todd Stitzer is our Chief Executive Officer. His key responsibilities are to:
- Develop and translate strategies into a manageable set of goals and priorities and communicate and implement these;
- Provide motivation and leadership to the regions and functions, chairing the Chief Executive's Committee and setting its style and tone;
- Manage and lead on major transactions and operating issues facing the business;
- Set the overall policy and direction of our business operations, investment and other activities within a framework of prudent and effective risk management, and ensure that functions to control those risks operate satisfactorily;
- Ensure the soundness of our financial structure, results (including cash flow) and forecasts and take corrective action when necessary;
- Ensure that our financial management is performed to the highest levels of integrity, quality and transparency and in the interests of shareowner value;
- Ensure that our business standards are of the highest order, fully in compliance with laws and regulations and that we operate in a manner consistent with 'Our Business Principles';
- Ensure that growth in shareowner value is compatible with an increased accountability for social and environmental performance;
- Develop policies and strategies for managing health and nutrition issues and related obesity concerns;
- Develop and maintain strong communication programmes and dialogues to inform shareowners, analysts etc of our results and progress; and
- With the Chairman, provide external leadership and represent the Company with major customers and industry organisations.
Senior Independent Non-Executive Director: Roger Carr, is the Senior Independent Non-Executive Director and our Deputy Chairman. Roger's responsibilities include meeting major shareowners as and when requested and chairing meetings of the Non-Executive Directors without executive management or the Chairman being present.
Interested persons who wish to communicate with the Non-Executive Directors may do so by writing to Roger Carr at the Company's registered office.
External directorships for Executive Directors: Subject to certain conditions, and unless otherwise determined by the Board, each Executive Director is permitted to accept only one appointment as a non-executive director of another listed company. The Board considers that Executive Directors can gain valuable experience and knowledge through such appointments.
Details of the fees received by Directors for external appointments can be found in the Directors' Remuneration Report.
