Governance and guidance
The Board of British American Tobacco p.l.c. meets at least six times a year. It comprises the Chairman, two Executive Directors, one Senior Independent Director and seven Non-Executive Directors.
Both the Executive Directors on the Board have one-year rolling service agreements with the Company.
Richard Burrows has been Chairman since 1 November 2009. He has a term of appointment of one year only which is considered for renewal around the time of the Company’s Annual General Meeting ('AGM') each year unless terminated earlier by: (1) the Company giving three months’ notice or a discretionary compensation payment in lieu of notice; or (2) by him giving one month’s written notice, with the Company having discretion to make a compensation payment in lieu of such notice. The compensation payment is limited to any fees which are payable for such part of the relevant notice period as the Board does not require him as Chairman to perform his duties.
The Non-Executive Directors do not have service contracts with the Company but instead have letters of appointment which are available for inspection at the Company’s registered office. In accordance with the requirements of the UK Corporate Governance Code, all Non-Executive Directors have terms of appointment of one year only which are considered for renewal around the time of the Company’s AGM. Each Director is then subject to election or re-election by shareholders every year. On termination, at any time, a Non-Executive Director is entitled to any accrued but unpaid Director’s fees but not to any other compensation. No amounts due to a Non-Executive Director are subject to any recovery or withholding arrangements.
The current fees structure for the Non-Executive Directors is shown below:
|Senior Independent Director||£32,000|
|Audit Committee Chairman||£32,000|
|Remuneration Committee Chairman||£32,000|
|Committee membership fees (not Chairman)|
All of the Non-Executive Directors on the Board are independent within the meaning of the Code.
Each Non-Executive Director’s date of appointment as a Director of the Company and date of most recent reappointment is shown below:
|Non-Executive Director||First appointment||Most recent reappointment||Length of service as at 2016 AGM|
|Sue Farr||2 February 2015||27 April 2016||1yr 2mths|
|Ann Godbehere||3 October 2011||27 April 2016||4yrs 7mths|
|Savio Kwan||6 January 2014||27 April 2016||2yrs 3mths|
|Pedro Malan||2 February 2015||27 April 2016||1yr 2mths|
|Gerry Murphy||13 March 2009||27 April 2016||7yrs 1mth|
|Dimitri Panayotopoulos||2 February 2015||27 April 2016||1yr 2mths|
|Kieran Poynter||1 July 2010||27 April 2016||5yrs 10mths|
The Chairman successfully stood for re-election at the AGM on 27 April 2016.
For a biography of each Director, see our Board of Directors page.