The non-executive directors do not have service contracts but
do have letters of appointment detailing the basis of their
appointment. The dates of their original appointment were
||Date of appointment
||Expiry of current term*
|Sir Peter Mason
|Sir Nigel Rudd
* Subject to re-election at the AGM following their appointment and subsequently at
intervals of no more than three years in accordance with the Company's Articles
The non-executive directors are normally appointed for two
consecutive three-year terms subject to review after the end of
the first three-year period and with any third term of three years
being subject to rigorous review and taking into account the need
progressively to refresh the Board. They do not have periods of
notice and the Company has no obligation to pay compensation
when their appointment terminates. They are subject to re-election at the Annual General Meeting (AGM) following their appointment
and subsequently at intervals of no more than three years. Peter
Weinberg retired from the Board on 7 May 2008 at the conclusion
of the 2008 AGM having originally been appointed to the Board
on 16 June 2005.
Non-executive directors are proposed by the Nominations
Committee and are appointed by the Board on the basis of
their experience to provide independent judgement on issues
of strategy, performance, resources and standards of conduct.
The letters of appointment for non-executive directors detail
the amount of time it is anticipated that the individual will need
to devote to his or her duties as a director, being 15 days per
year plus additional commitment for chairing a committee or
undertaking the role of Senior Independent Director. The level of
their fees is set by the Non-Executive Directors' Fees Committee
to reflect this time commitment and responsibility, and after
reviewing practice in other comparable companies.
Having reviewed the time commitments required and the market
competitive positioning, a number of changes have been made to
the structure of fees payable to non-executive directors for 2009.
- The base fee has been increased by 4.8% from £63,000
- The total time commitment and additional fee for chairing the
Audit, Corporate Responsibility and Remuneration committees
have been aligned at around 25 days and at £20,000,
|Corporate Responsibility Committee
- The time commitment and additional fee for the responsibilities
of being Senior Independent Director have been aligned to those
for the committee chairmen. The Senior Independent Director
is not a chairman of one of the above three committees.
- The previous transatlantic meeting allowance of £4,000 has
been replaced by a travel allowance of £4,000 per meeting on
each occasion that a non-executive director's attendance at a
Board meeting necessitates air travel of more than five hours
(one-way) to the meeting location. For 2009, a maximum of six
travel allowances will be payable.
The table below summarises the fee structure for 2008 and 2009.
|Chairman Audit Committee
|Chairman Corporate Responsibility Committee
|Chairman Remuneration Committee
|Senior Independent Director
|Other non-executive directors
* Excludes the travel allowance (and in 2008 the transatlantic allowance) of £4,000 per
meeting referred to above.
By order of the Board
18 February 2009