The committee’s main role and responsibilities are to assist the board in fulfilling its responsibilities regarding:
- the integrity of SABMiller’s interim and full year financial statements and reporting, including the appropriateness and consistent application of accounting policies, the adequacy of related disclosures, and compliance with relevant statutory and listing requirements;
- risk management and internal controls, related compliance activities, and the effectiveness of the internal audit function and whistleblowing arrangements; and
- the scope, resources, performance and effectiveness of the external auditors, including monitoring their independence and objectivity.
View the Audit Committee Report here.
In accordance with its terms of reference (which are available on the company’s website), the committee determines the basis on which the executive directors and the members of the executive committee are to be paid and the amount of their remuneration. In addition, the committee has oversight of the remuneration strategy for the group as a whole, monitoring the level and structure of remuneration for senior management, and approving all awards under the company’s share incentive arrangements. When determining executive pay, the committee considers the specific performance measures for each incentive plan, as well as overall business performance and shareholder returns, paying particular regard to environmental, social and governance issues, to ensure that the incentive arrangements do not inadvertently motivate or reward inappropriate outcomes or excessive risk. In such circumstances the committee has the discretion to adjust, forfeit and clawback annual bonus payments and share awards.
The committee consists entirely of independent directors.
Corporate accountability and risk assurance committee (CARAC)
The committee’s objective is to assist the board in the discharge of its responsibilities in relation to the group’s alcohol policies and corporate accountability, including sustainable development, corporate social responsibility and corporate social investment. More details of the committee’s activities are in the sustainable development summary report.
See the Sustainable development section for more about CARAC’s activities.
The nomination committee considers the composition of the board and its committees, and the retirement, appointment and replacement of directors, and makes appropriate recommendations to the board.
Where non-executive vacancies arise, the committee may use external consultants to identify suitable candidates for the board to consider.
The function of the disclosure committee, in accordance with our inside information policy, is to meet as and when required to ensure compliance with the company’s obligations to disclose inside information under the UK’s Disclosure and Transparency Rules and the Listing Rules, as guided by the General Counsel and by the Group Company Secretary. It also aims to ensure that the routes of communication between executive committee members, the disclosure committee, the Group Company Secretary’s office and investor relations are clear, and can enable any decision regarding potential inside information to be escalated rapidly to the disclosure committee, key advisers and the board.
Executive committee (excom)
The board delegates responsibility for proposing and implementing the group’s strategy and for managing the group to the Chief Executive, Alan Clark, who is supported by the executive committee (excom), which he chairs. Excom members are appointed by Alan Clark, after consultation with the board. The other members of excom are the Chief Financial Officer, regional managing directors and directors of key group functions (corporate finance and strategy, legal and corporate affairs, marketing, and integrated supply and human resources). Excom’s purpose is to support the Chief Executive in carrying out the duties delegated to him by the board and, in that context, it executes the strategy and budget approved by the board and, through the Chief Executive, reports on these matters to the board.
See the members of the Executive committee