Governance and guidance
The Board of British American Tobacco p.l.c. meets at least six times a year. It comprises the Chairman, two Executive Directors, one Senior Independent Director and seven Non-Executive Directors.
All 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 ('AGM') 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 but instead have letters of appointment which are available for inspection at the Company’s registered office. In accordance with the requirements of the UK Corporate Governance Code (the Code), all Non-Executive Directors have terms of appointment of one year only which are considered for renewal around the time of the Company’s AGM. Each Director is then subject to election or re-election by shareholders every year. On termination, at any time, a Non-Executive Director is entitled to any accrued but unpaid Director’s fees but not to any other compensation. No amounts due to a Non-Executive Director are subject to any recovery or withholding arrangements.
The current fees structure for the Non-Executive Directors is shown below:
|Senior Independent Director||£41,500|
|Audit Committee Chairman||£40,950|
|Remuneration Committee Chairman||£40,950|
|Committee membership fees (not Chairman)|
All of the Non-Executive Directors on the Board are independent within the meaning of the Code.
Each Non-Executive Director’s date of appointment as a Director of the Company and date of most recent reappointment is shown below:
|Non-Executive Director||First appointment||Most recent reappointment||Length of service as at 2020 AGM|
|Sue Farr||2 February 2015||30 April 2020||5yrs 2mths|
|Jerry Fowden||1 September 2019||30 April 2020||8 months|
|Karen Guerra||14 September 2020||Not applicable||Not applicable|
|Marion Helmes||1 August 2016||30 April 2020||3yrs 8mths|
|Luc Jobin||25 July 2017||30 April 2020||2yrs 9mths|
|Holly Keller Koeppel||25 July 2017||30 April 2020||2yrs 9 mths|
|Savio Kwan||6 January 2014||30 April 2020||6yrs 3mths|
|Dimitri Panayotopoulos||2 February 2015||30 April 2020||5yrs 2mths|
|Darrell Thomas||December 2020||Not applicable||Not applicable|
The Chairman successfully stood for re-election at the AGM on 30 April 2020.
For a biography of each Director, see our Board of Directors page.