Subject: Corporate Governance
Roll No: 39
Submitted to Prof: Kamal Sir
Company: Imperial Tobacco Group PLC Annual Report and Accounts 2010
Corporate Governance Report
How do company met governance responsibilities in practice
1. The Board: How do we ensure the Company is headed by an effective, collectively responsible Board?
The Board met six times during the year (with two of the meetings having a duration of two days) and is scheduled to meet five times in the 2010/2011 financial year.
The Board is our principal decision making forum and manages overall control of the Group’s affairs. Key to this control is the schedule of matters on which the Board alone may make decisions. These include approving our commercial strategy, corporate plans, major corporate activities and our financial statements, together with dividends. In addition, it is only the Board who can appoint and remove Directors and our Company Secretary. In order for Directors to fulfil their duties they can seek both independent professional advice, at our expense, and the advice and services of the General Counsel & Company Secretary and other employees.
Chief Executive’s Committee
The Chief Executive’s Committee comprised all our Executive Directors together with our Manufacturing Director (who left the business on 30 September 2010), Group Human Resources Director, Chief Operating Officer Cigar Business and the General Counsel & Company Secretary (from 1 October 2010 Group Corporate and Legal Affairs Director). It met 13 times during the year.
The responsibilities of the Committee included:
– reviewing and subsequently recommending to the Board changes to Group Strategy;
– ensuring effective implementation of Group strategy;
– reviewing accounting information prior to submission to the Board; and
– ensuring the use and level of the Group’s resources... [continues]
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