We have 14 directors: our Chairman Mr Manser, Mr Elliott who is our Deputy Chairman and Senior Independent Director; six other independent non-executive directors; five directors who we do not consider to be independent; and one executive director (Mr Clark, the Chief Executive1)2. Following the resignation of Mr Wilson as Chief Financial Officer in February 2015, Mr De Lorenzo, Director of Group Strategy is Acting Chief Financial Officer until a permanent replacement has been appointed.
The size and certain aspects of the composition of our board and our audit, nomination and corporate accountability and risk assurance committees continue to be determined in part by the terms of our relationship agreements with Altria and with BevCo Ltd (a holding company of the Santo Domingo Group), both of which have been approved by SABMiller’s shareholders.
Our agreement with Altria limits the size of the board to a maximum of 15 directors, of whom no more than two are to be executive directors, up to three are to be non-executive directors nominated by Altria, up to two are to be non-executive directors nominated by BevCo, and up to eight are to be non- executive directors nominated by the board. Our agreement with BevCo allows BevCo to nominate up to two non-executive directors for appointment to the board.
Altria and BevCo have each exercised their right under their respective agreements to nominate one director for appointment to the nomination committee, being Mr Bible and Mr Santo Domingo respectively. Both Altria and BevCo have the right to nominate directors for appointment to the corporate accountability and risk assurance committee (CARAC), which Altria has exercised (nominating Mr Bible) but BevCo has not, and Altria has exercised its right to nominate one director (Mr Devitre) for appointment to the audit committee.
The board considers seven directors – Mr Armour, Mr du Plessis, Mr Elliott, Ms Knox, Mr Manzoni, Dr Moyo and Ms Weir – to be independent for the purposes of the Code. The board considers five non-executive directors not to be independent for the purposes of the Code: Mr Bible, Mr Devitre and Mr Willard, as they are nominees of Altria, the company's largest shareholder; and Mr Santo Domingo and Mr Pérez, as they are nominees of the Santo Domingo Group, the company’s second largest shareholder. Mr Manser was considered independent on his appointment as Chairman.
1View Alan Clark’s service contract
2 View directors’ shareholdings