uk bat.com - The Board

The Board

All of the Non-Executive Directors on the Board are independent within the meaning of the UK Corporate Governance Code

The Board of British American Tobacco p.l.c. meets at least six times a year. It comprises the Chairman, three Executive Directors, and seven Non-Executive Directors.

All the Executive Directors on the Board have one-year rolling service agreements with the Company.

Richard Burrows has been Chairman since 1 November 2009. He has a term of appointment of one year only which is considered for renewal around the time of the Company’s Annual General Meeting each year unless terminated earlier by: (1) the Company giving three months’ notice or a discretionary compensation payment in lieu of notice; or (2) by him giving one month’s written notice; with the Company having discretion to make a compensation payment in lieu of such notice. The compensation payment is limited to any fees which are payable for such part of the relevant notice period as the Board does not require him as Chairman to perform his duties.

The Non-Executive Directors do not have service contracts with the Company. Each Non-Executive Directors’ terms of appointment takes effect from the close of the Company’s Annual General Meeting and continues for a period of approximately twelve months until the close of the Company’s next Annual General Meeting (the “Next AGM”).

The appointment may then be renewed unless:

1. the Board requests that the Non-Executive Director does not offer himself/herself for election at the Next AGM although the Non-Executive Director would otherwise be due to do so in accordance with the UK Corporate Governance Code; or
2. in accordance with the Company’s articles of association, the Non-Executive Director is due to retire at the Next AGM and the Board has requested that the Non-Executive Director does not offer himself/herself for reappointment; or
3. the Non-Executive Director is not elected at the Next AGM at which he/she is put forward for election in accordance with the UK Corporate Governance Code; or
4. the Non-Executive Director is not reappointed at the Next AGM at which he/she  retires and offers himself/herself for appointment in accordance with the Company’s articles of association; or
5. the Non-Executive Director is removed as a Director of the Company or otherwise required to vacate office under the provisions of the Company’s articles of association or under any applicable law; or
6. the Board decides not to renew the appointment upon the expiry of the term.

On termination (at any time), Non-Executive Directors are entitled to any accrued but unpaid Directors’ fees, but not to any other compensation.

The current fees structure for the Non-Executive Directors is shown below:

All of the Non-Executive Directors on the Board are independent within the meaning of the UK Corporate Governance Code.

Each Non-Executive Director’s date of appointment as a Director of the Company and date of most recent reappointment is shown below:

The Chairman successfully stood for re-election at the Annual General Meeting on 25 April 2013.

For a biography of each Director, see our Board of Directors page.

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