Providing greater oversight
British American Tobacco’s Board of Directors has established three principal Board Committees, to which it has delegated certain responsibilities. Each has its own terms of reference.
The Audit Committee is chaired by Kieran Poynter and comprises four other independent Non-Executive Directors: Dr. Marion Helmes, Holly Keller Koeppel, Dr. Pedro Malan and Lionel L. Nowell, III.
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 committees and corporate audit committee, which monitor the effectiveness of business risks and internal controls across the Group geographically and by business.
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: Dimitri Panayotopoulos (Chairman), Sue Farr, Ann Godbehere, Luc Jobin and Savio Kwan.
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.
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 Chairman Richard Burrows and its remaining membership comprises all the Non-Executive Directors.