Our Board Committees make recommendations to the Board on key matters
British American Tobacco’s Board of Directors has established four principal Board Committees, to which it has delegated certain responsibilities. Each has its own clear Terms of Reference.
The Audit Committee is chaired by Kieran Poynter and comprises two other independent Non-Executive Directors: Ann Godbehere and Anthony Ruys.
The role of the Audit Committee is to monitor the integrity of the Company’s financial statements and review and, when appropriate, make recommendations to the main Board on business risks, internal controls and compliance. It is also responsible for making recommendations to the Board on the appointment of, and fees to be paid to, the Company’s external auditors.
The Committee meets regularly with management and with the internal and external auditors to review the effectiveness of the Group's risk management and internal controls systems, other matters raised in regular reports to the Committee and the financial statements of the Company before these are put to the Board. It also receives reports from the Group's regional audit and CSR committees and corporate audit committee, which monitor the effectiveness of business risks and internal controls across the Group geographically and by business.
Terms of Reference for the Audit Committee (January 2011) (44 kb)
The Remuneration Committee is responsible for determining the remuneration of the Chairman, Executive Directors and members of the Management Board. The Board sets the remuneration of the Non-Executive Directors.
The following independent Non-Executive Directors are members of the Remuneration Committee: Dr Gerry Murphy (Chairman), Ann Godbehere, Christine Morin-Postel and Kieran Poynter.
The Committee has appointed Deloitte LLP to provide it with remuneration services and advice. Deloitte is an international professional services firm which has also supported management in the development and delivery of remuneration proposals. It also provides tax, corporate finance and consulting services to British American Tobacco Group companies around the world.
The Company's remuneration policies are set out in the Remuneration Report in our Annual Report.
Terms of Reference for the Remuneration Committee (January 2011) (48 kb)
The Nominations Committee is responsible for making recommendations on suitable candidates for appointment to the Board and for promotion to the Management Board, ensuring that both Boards have the appropriate balance of skills, expertise, knowledge and, in the case of the Main Board, independence.
It is chaired by Richard Burrows and its remaining membership comprises all the Non-Executive Directors.
Terms of Reference for the Nominations Committee (January 2011) (46 kb)
Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee is responsible for reviewing and making appropriate recommendations to the Board regarding the Group’s management of corporate social responsibility and the conduct of business in accordance with the Statement of Business Principles.
It is chaired by Karen de Segundo and its other members are Christine Morin-Postel and Richard Tubb.
Terms of Reference for the Corporate Social Responsibility Committee (January 2011) (49 kb)