The board continues to believe that its overall composition remains appropriate, particularly in regard to the independence of character and integrity of all our directors, and the experience and skills they bring to their duties. It also believes that there is an appropriate balance of skills, collective experience, independence, background, knowledge and gender among our non-executive directors to enable them to discharge their duties and responsibilities effectively.
We currently have 15 directors: our Chairman (Jan du Plessis); seven independent non-executive directors; five non-executive directors whom we do not consider to be independent; and two executive directors (Alan Clark, the Chief Executive and Domenic De Lorenzo, the Chief Financial Officer). The independent non-executive directors include Guy Elliott, who is our Deputy Chairman and Senior Independent Director.
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 our two largest shareholders, Altria Group, Inc. and BevCo Ltd (a holding company of the Santo Domingo Group). Both agreements 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 (including the chairman) are to be non- executive directors nominated by the board. Our agreement with BevCo allows it 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 Geoff Bible and Alejandro 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 Geoff Bible) but BevCo has not. Altria has also exercised its right to nominate one director (Dinyar Devitre) for appointment to the audit committee.
The board considers seven directors – Mark Armour, Guy Elliott, Javier Ferrán, Lesley Knox, Trevor Manuel, Dambisa Moyo and Helen 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: Geoff Bible, Dinyar Devitre and Dave Beran, as they are nominees of Altria, the company’s largest shareholder; and Alejandro Santo Domingo and Carlos Pérez, as they are nominees of Bevco, the company’s second largest shareholder.
Under the Code, a chairman is not considered to be an independent director but is required to be independent upon appointment. Jan du Plessis was appointed as an independent non-executive director in September 2014 before he became Chairman in July 2015.
1View Alan Clark’s service contract
2View Domenic De Lorenzo’s service contract
3View directors’ shareholdings
4View directors’ remuneration