The committee’s key duties include:
- To review, and challenge where necessary, the annual financial statements and interim and preliminary announcements before their submission to the board for approval
- To examine and review the internal control environment and risk management systems within the group and review the group’s statement on internal control systems prior to endorsement by the board and to review the independence, objectivity and effectiveness of the external audit process
- To make recommendations to the board regarding the appointment, re-appointment and removal of the external auditors and to approve and recommend to the board the remuneration and terms of engagement of the external auditors
- To review annually the effectiveness of the internal audit function throughout the group, with particular focus on the charter, annual work plans, activities, staffing, organisational and reporting structure and status of the function
- To review the effectiveness of the system for monitoring compliance with laws and regulations (including the group’s bi-annual letters of representation) and the results of management’s investigation and follow-up (including disciplinary action) of any instances of non-compliance.
Terms of reference for the SABMiller audit committee.
The committee sets short-term and long-term remuneration for the executive directors. More generally, it is responsible for the assessment and approval of a broad remuneration strategy for the group and for the operation of the company’s share-based incentive plans, this includes determination of short-term and long-term incentives for executives across the group.
The committee consists entirely of independent directors.
Corporate accountability and risk assurance committee (CARAC)
CARAC assists the board discharge its responsibilities in relation to corporate accountability, including sustainable development, corporate social responsibility, corporate social investment and ethical commercial behaviour.
Terms of reference for the SABMiller remuneration committee.
The nomination committee considers the composition of the board and its committees. It looks at the retirement, appointment and replacement of directors, and makes appropriate recommendations to the board.
The committee may use the services of external consultants to identify suitable candidates for non-executive vacancies.
The disclosure committee assures compliance with the Disclosure and Transparency Rules and the Listing Rules.
It maintains clear routes of communication between excom members, the disclosure committee, the in-house legal team, the company secretarial office and investor relations so that any decision regarding potential inside information can be rapidly escalated to the disclosure committee and key advisers.
Executive committee (excom)
Excom supports the Chief Executive in carrying out the duties delegated to him by the board.
It co-ordinates brand and operational execution, delivers strategic plans, budgets and financial reports for the board’s consideration and, through the Chief Executive, reports on these matters to the board.
Excom also ensures that effective internal controls are in place and functioning, and that there is an effective risk management process in operation throughout the group.
The committee is chaired by the Chief Executive and he appoints its members.
Terms of reference for the SABMiller nomination committee.