Rolls-Royce Group plc is committed to the highest standards of corporate governance. The Corporate Governance Section in the Report of the Directors in the current Annual Report describes how the Company has applied the principles and complied with the provisions of the Combined Code.

The Board
The Board comprises a non-executive Chairman, a chief executive, four other executive directors and seven non-executive directors. All the non-executive directors are considered by the Board to be independent of management and free of any relationship which could materially interfere with the exercise of their independent judgement. They are appointed by the board for specified terms on the basis of recommendations put to the Board by the nominations committee.

The Group Executive
The Group Executive is responsible for the running of the company within the strategy determined by the board.

Principal Board committees
The Board has delegated certain powers and duties to its principal Board committees all of which operate within defined terms of reference.

Nominations committee
The nominations committee makes recommendations to the Board on the appointment and re-appointment of executive and non-executive directors and on the membership of board committees.

Remuneration committee
The remuneration committee is responsible for making recommendations to the Board on the company's policy towards executive remuneration.

Audit committee
The audit committee has responsibility for reviewing the company's financial reporting and accounting policies. It is also responsible for the company's relationship with the external auditors and for the internal audit function, which is termed Business Assurance.

Terms of reference for the principal board committees	pdf	html
Nomination committee	16kb
Remuneration committee	13kb
Audit committee	17kb
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Terms and conditions of non-executive directors	136kb
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Remuneration consultants
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Memorandum and Articles of Association	494kb