Providing greater oversight
BAT'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 Holly Keller Koeppel and comprises three other independent Non-Executive Directors: Karen Guerra, Darrell Thomas and Véronique Laury.
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 the Company’s external auditors and for approving the terms of engagement for, and the 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 chaired by Dimitri Panayotopoulos and comprises three other independent Non-Executive Directors: Sue Farr, Kandy Anand and Murray S. Kessler.
The Remuneration Committee is responsible for determining the remuneration of the Chair, Executive Directors, members of the Management Board and the Company Secretary. The Board sets the remuneration of the Non-Executive Directors.
The Committee has appointed PwC LLP to provide it with remuneration services and advice. PwC 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 chaired by Chair Luc Jobin and comprises all Non-Executive Directors.
The Nominations Committee is responsible for making recommendations on suitable candidates for appointment to the Board, to the Management Board and as Company Secretary, ensuring that both the Main Board and Management Board have the appropriate balance of skills, expertise, knowledge and, in the case of the Main Board, independence.
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