Board of directors: composition and independence
We have 16 directors: our Chairman (Mr Mackay, who is currently on medical leave of absence); our acting Chairman (Mr Manser, who is also our Deputy Chairman and Senior Independent Director); seven other independent non-executive directors; five non-executive directors who we do not consider to be independent; and two executive directors (Mr Clark, the Chief Executive, and Mr Wilson, the Chief Financial Officer).
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.
The number of directors on the board currently exceeds the number permitted under our agreement with Altria. Altria has consented to this in order to facilitate the progressive renewal of the board and the broadening of the diversity of background, gender and experience at board level. The board is grateful to Altria for its agreement to permit the maximum number of directors allowed under the relationship agreement to be exceeded for the time being. The board has announced further changes to the composition of the board that will, in the absence of unforeseen circumstances, restore the number of directors to that envisaged by the agreement, while still applying the provision of the Code that at least half of the directors (excluding the Chairman) should be independent non- executive directors.
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 eight directors – Mr Armour, Mr Elliott, Ms Knox, Mr Manser, Mr Manzoni, Mr Morland, 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 Mackay was not considered independent on his appointment as Chairman.