Board structure
The Board of Imperial Tobacco Group PLC, which meets at least five times a year, currently comprises a Non-Executive Chairman, a Non-Executive Deputy Chairman, six Non-Executive Directors and three Executive Directors, with a clear separation of the roles of Chairman and Chief Executive to ensure an appropriate balance of power and authority.
The full Board manages overall control of Group affairs, including responsibility for:
- commercial strategy
- approval of financial statements
- major acquisitions and disposals
- authority levels for expenditure
- treasury and risk management policies
- succession plans for senior executives
All Directors are equally accountable under the law for the proper stewardship of the Group's affairs, with the Non-Executive Directors having a particular responsibility for ensuring strategies proposed for the development of the business are critically reviewed. This ensures they act in the best long-term interest of shareholders, take account of the wider community of interests represented by employees, customers and suppliers and that social, environmental and ethical issues are fully integrated into the Group's risk assessment processes.
We believe that all our Non-Executive Directors are independent of management and free from any business or other relationship that could materially interfere with the exercise of their independent judgement. Dr P H Jungels is the recognised senior independent Non-Executive Director to whom any concerns can be conveyed.
We also have procedures in place to allow Directors to seek both independent professional advice, at the Company's expense, and the advice and services of the Company Secretary in order to fulfil their duties.
Within the framework of the Chief Executive's Committee, the Board delegates day-to-day and business control matters to the Chief Executive and Chief Executive's Committee who are responsible for implementing Group policy and monitoring the detailed performance of all aspects of the business. They have full power to act subject to the reserved powers and sanctioning limits laid down by the Board and the Group's policy guidelines.
The Non-Executive Directors also play a leading role in corporate accountability and governance through their membership of the Remuneration Committee, the Nominations Committee and the Audit Committee.
Board governance summary
PLC Board of Directors
The full board manages overall control of Group affairs, including responsibility for:
- Commercial strategy.
- Approval of financial statements.
- Major acquisitions and disposals.
- Authority levels for expenditure.
- Treasury and risk management policies.
- Succession plans for senior executives.
Chief Executive’s Committee
This is the senior management steering committee for the Company. The Committee is responsible for:
- Implementing Group strategy.
- Monitoring the detailed performance of all aspects of the business.
Nominations Committee
- Formulates succession plans and recommendations.
Find out more about our nominations committee
Remuneration Committee
- Sets salaries, incentives and other benefits of the Executive Directors and senior management.
- Oversees the Group's employee share schemes.
Find out more about our remuneration committee
Audit Committee
- Monitors internal control throughout the Group.
- Reviews the interim and annual financial statements before submission to the full Board.
- Reviews and approves scope and content of the risk assessment and compliance programme implemented by the Group Compliance function.
- Critically reviews the resources allocated to the Group Compliance function (as part of the assessment of the need for a formal internal audit).
- Approves accounting policies.
Group Operations
