BOARD OF DIRECTORS
The Board of Directors has legal and financial responsibility for the affairs of the Company. The Board delegates day-to day operational responsibility to the executive Directors – the Chief Executive, Peter Lawwell and Financial Director, Eric Riley.
The Board as a whole monitors Company performance against budgets and a rolling 5 year business plan as well as making specific decisions on key areas of the Company’s business, risk management and setting future strategy. The Board operates, through the Audit Committee, a comprehensive set of internal financial controls which are reported on regularly by the internal auditor and reviewed each year by the external auditors.
There are some matters which only the Board can decide upon including, for example, the appointment of directors and auditors, the payment of dividends and the approval of budgets and interim and annual results. Decisions on significant contracts and expenditure above certain levels, also require Board approval.
Rt.Hon. Dr John Reid, MP (61)
Chairman
Dr Reid joined the Board as an independent non-executive director on 1st October 2007 and was formally elected by shareholders at the Annual General Meeting on 19 November 2007. At that time Dr Reid also assumed the position of Chairman, on the retirement of Brian Quinn.
Dr Reid is a member of the Remuneration Committee and chairs the Nomination Committee.
Dr Reid holds a PhD in history from Stirling University. He has been a Member of Parliament since 1987. During his career as a politician, Dr Reid has held posts as a Government Minister, firstly in Defence and then Transport. Dr Reid went on to become a Cabinet member holding various posts as a Secretary of State, and culminating as Secretary of State for Home Affairs. He resigned from that post in June 2007 but retains his position as the Member of Parliament for Airdrie and Shotts.
Ian Livingston (44)
Independent Non-Executive Director
Ian Livingston was appointed to the Board on 1 October 2007 as an independent non-executive director and formally elected by shareholders at the Annual General Meeting on 19 November 2007. Mr Livingston chairs the Audit Committee.
Mr Livingston is currently Chief Executive of BT Group Plc. He joined BT in 2002 as Group Finance Director, having held a similar post at Dixons Group plc also serving as Chief Executive of BT Retail. Mr Livingston has also previously been a non-executive director of Freeserve plc and Ladbrokes plc. He qualified as a Chartered Accountant in 1987.
Tom E Allison (60)
Senior Independent Director
Tom Allison has been a non-executive Director since September 2001. He is Chairman of the Remuneration Committee and a member of the Nomination Committee. Mr. Allison is the nominated Senior Independent Director. Mr. Allison is Chairman of Peel Ports Limited, a director of Peel Holdings Limited and Chairman of Wood McKenzie Limited. He is a member of the Council of CBI Scotland.
Dermot Desmond (58)
Independent Non-Executive Director
A non-executive Director of the Company since May 1995, Mr. Desmond is chairman and founder of International Investment & Underwriting Limited, a private investment company, with interests worldwide. Mr. Desmond is a member of the Nomination and Audit Committees and the Company’s single largest shareholder.
Peter T Lawwell (49)
Chief Executive
Peter Lawwell joined the Company in October 2003 from his position as commercial director with Clydeport plc. As Chief Executive he has overall operational responsibility for the Company. Previously he held senior positions with ICI, Hoffman-La-Roche and Scottish Coal.
Brian J McBride (53)
Independent Non-Executive Director
Brian McBride was appointed to the Board as a non-executive Director in January 2005. Mr. McBride is managing director of Amazon UK and a non-executive director of S3 PLC. He is a member of the Remuneration Committee and a member of the Audit Committee for part of the financial year.
Eric J Riley (51)
Financial Director
Eric Riley joined the Company in August 1994. Mr. Riley is a chartered accountant and has executive responsibility for operational areas of corporate strategy and finance.
Brian D H Wilson (60)
Independent Non-Executive Director
Brian Wilson was appointed as a non-executive Director in June 2005. Formerly a Member of Parliament, Mr. Wilson also held several ministerial posts during his political career. He is an experienced journalist and writer and a director of several private companies. Mr. Wilson sits on the Audit and Remuneration Committees
Company Secretary
Robert M Howat
ADVISERS
Brokers and Nominated Advisers
Seymour Pierce Limited
20 Old Bailey
London, EC4M 7EN
Auditors
PKF (UK) LLP
78 Carlton Place
Glasgow, G5 9TH
Bankers
The Co-operative Bank plc
29 Gordon Street
Glasgow,G1 3PF
Solicitors
McGrigors
Pacific House
70 Wellington Street
Glasgow, G2 6SB
Registrars
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol, BS99 3FA
BOARD COMMITTEES
The Board operates 3 standing committees: Audit, Remuneration and Nomination.
Each Committee has written terms of reference. These can be viewed below.
Membership of each standing Committee is restricted to non-executive Directors. Only independent non-executive Directors are entitled to sit on the Audit and Remuneration Committees. Executive Directors, the Company Secretary and other executives and advisers attend certain Committee meetings as required, but are not Committee members.
Audit Committee
The Committee consists of Ian Livingston as Chairman, Dermot Desmond, Brian McBride and Brian Wilson. Mr.
The Committee normally meets at least 3 times a year. The external auditor, Company Secretary, Financial Director and other members of the accounting team attend routinely.
The Audit Committee has a number of key roles:
- review of Group’s accounting policies, internal controls and financial reporting
- monitoring health and safety
- risk management and business continuity planning
- monitoring the scope, quality and independence of the external and internal audit functions
- appointment and fees of the external auditors.
Remuneration Committee
The Remuneration Committee is chaired by Tom Allison. The other members are Brian Wilson and Dr John Reid.
The Remuneration Committee determines the terms of engagement and remuneration of the Company's executive Directors, Company Secretary and certain senior executives, on behalf of the Board. The Committee also monitors the Company's executive share option scheme and implementation of other executive and employee incentive schemes. A detailed report is included within the Annual Report.
Nomination Committee
This Committee comprises Dr John Reid as Chairman, Dermot Desmond and Tom Allison. It meets as necessary, principally to consider and recommend new appointments to the Board and senior positions in the Company for succession purposes.
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