Governance and guidance
The Board of British American Tobacco p.l.c. meets at least six times a year. It comprises the Chair, 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.
Luc Jobin has been Chair of the Board since April 2021. 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 Chair of the Board 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. Directors are expected to attend all scheduled board meetings unless urgent prior commitments, or unavoidable circumstances, prevent them from doing so.
The current fees structure for the Non-Executive Directors is shown below:
|Senior Independent Director||£41,500|
|Audit Committee Chair||£42,000|
|Remuneration Committee Chair||£42,000|
|Committee membership fees (not Chair)|
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 2023 AGM|
|Kandy Anand||14 February 2022||19 April 2023||1yr 2mths|
|Sue Farr||2 February 2015||19 April 2023||8yrs 2mths|
|Karen Guerra||14 September 2020||19 April 2023||2yr 7mths|
|Holly Keller Koeppel||25 July 2017||19 April 2023||5yrs 9 mths|
|Murray S. Kessler||6 November 2023||-||-|
|Véronique Laury||19 September 2022||19 April 2023||7mths|
|Dimitri Panayotopoulos||2 February 2015||19 April 2023||8yrs 2mths|
|Darrell Thomas||December 2020||19 April 2023||2yr 4mths|
The Chair successfully stood for re-election at the AGM on 19th April 2023.
For a biography of each Director, see our Board of Directors page.
You might also be interested in
‘The transformation is real, and we are delivering tangible change’
Flora Okereke, BAT’s Head of Regulatory Insights and Foresights, discusses the positive impact of BAT’s A Better Tomorrow™ ambition in the latest edition of Tobacco Reporter magazine.Read more >