Cadbury Schweppes Annual Report and Accounts 2005 - Corporate Governance Report

How the Board operates

Reserved and Delegated authorities: The Board has a formal schedule of matters reserved to it for decision, which includes:

Responsibility for the strategic direction of the Group;
Committing to major capital expenditure, acquisitions and disposals;
Authorisation of any material borrowings and any issue of equity securities;
Agreeing treasury policy including the agreement of foreign currency and interest risk parameters;
Ensuring adequate succession planning for the Board and senior management and appointing and removing Directors and Committee Members;
Approval of annual and interim results;
Dividend policy;
Monitoring institutional investor guidelines and corporate governance principles;
Undertaking a formal and rigorous review annually of its own performance, that of its committees and individual Directors;
Reviewing the Company's corporate governance arrangements;
Satisfying itself as to the integrity of financial information; and
Review of the effectiveness of the Group's system of internal control and risk management process.

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Other matters are delegated to Board Committees or to individual executives or both.

Information flow: Senior executives below Board level attend certain Board meetings and make presentations on the results and strategies of their business units. Board members are given appropriate documentation in advance of each Board and Committee meeting. In addition to formal Board meetings, the Chairman and Chief Executive Officer maintain regular contact with all Directors and hold informal meetings with the Non-Executive Directors to discuss issues affecting the business.

Independent professional advice: The Board has approved a procedure for Directors to take independent professional advice if necessary at the Company's expense (up to a maximum cost of £25,000 p.a. each). Before incurring professional fees the Director concerned must consult the Chairman of the Board or two other Directors (one of whom must be a Non-Executive). No such advice was sought by any Director during the year.

Group Secretary: The Group Secretary is responsible for advising the Board on all corporate governance matters, ensuring that all Board procedures are followed, ensuring good information flow, facilitating induction programmes for Directors and assisting with Directors' continuing professional development. All Directors have direct access to the advice and services of the Group Secretary and the appointment of Hester Blanks as Group Secretary on 1 July 2005, following the retirement of Mike Clark, was subject to the approval of the Board as a whole. Any questions shareowners may have on corporate governance matters, policies or procedures should be addressed to the Group Secretary at our registered office.

Board meetings and attendance: The attendance of the individual Directors at Board and Committee meetings during 2005 was as follows:

Board
(7 meetings¹)

Strategy
(1 meeting)

Audit
(5 meetings)

Corporate
& Social
Responsibility
(2 meetings)

Nomination
(2 meetings)

Remuneration
(4 meetings)

John Sunderland

n/a

Roger Carr

n/a

Todd Stitzer

n/a

Ken Hanna

n/a

Bob Stack

n/a

Wolfgang Berndt²

n/a

Rick Braddock³

n/a

Lord Patten of Barnes⁴

n/a

David Thompson

n/a

Rosemary Thorne

n/a

Baroness Wilcox

n/a

NB. n/a means that the specified Director is not a member of that Committee, although he or she may attend meetings at the invitation of the chairman of the Committee.

1	In addition to the seven full Board meetings, there was one Board meeting, in February 2005, attended by the Executive Directors only, for the final approval of the year end results, which had been considered previously by the full Board.
2	Wolfgang Berndt missed one Board and one Audit Committee meeting due to a conflict in his schedule.
3	Rick Braddock missed one Audit Committee meeting due to a conflict in his schedule.
4	Lord Patten of Barnes was appointed a Non-Executive Director on 1 July 2005. Since his appointment, he has missed one Board and Strategy meeting due to commitments in place prior to his appointment.