© Rolls-Royce Group plc 2004
Legal information
Directors Directors who held office during 2003 are listed in the Board of directors with the exception of Sir Ralph Robins. Mr A B Shilston was appointed as Finance Director of On his appointment, Mr D E Baird met the criteria for independence contained in the revised Combined Code. Before his appointment, the Chairman disclosed to the Board his other significant commitments which are described in the Board of directors section. The Hon A L Bondurant, Mr C-P Forster and Mr I C Strachan were appointed as non-executive directors of Under the Company’s Articles of Association, one third of the directors are subject to re-election every year, with each director also being subject to re-election at intervals of not more than three years. Any director appointed during the year is required to retire and seek re-election by the shareholders at the next AGM. In 2003 the Board reviewed its policy with respect to the re-election of directors and concluded that in future all the directors should retire each year, with the nominations committee recommending to the Board which of those directors should be proposed for re-election at the next AGM. The Board completed this process in February 2004 and, on the basis of recommendations made by the nominations committee, agreed that it should propose to shareholders, the re-election of Mr D E Baird, Sir John Rose, the Hon A L Bondurant, Mr P J Byrom, Mr J P Cheffins, Mr C-P Forster, Mr C H Green, Mr J M Guyette, Dr M G J W Howse, Lord Moore of Lower Marsh, Sir Robin Nicholson, Mr A B Shilston, Mr I C Strachan, Mr C G Symon and Sir John Weston. The non-executive directors are appointed by the Board on the basis of recommendations put to it by the nominations committee. 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. The Board reviews the independence of non-executive directors at least annually. The Board does not accept the view that a non-executive director automatically loses his or her independence after serving as a director for more than three consecutive terms of three years. The Board considers that in a long-term, complex and technologically advanced business, it is essential that non-executive directors have the opportunity to acquire, over a number of years, the experience and knowledge of the business and the sectors within which the Group operates. The Board has concluded that Lord Moore and Sir Robin Nicholson, both of whom have served as non-executive directors of the Company for more than nine years, remain fully independent. The Company has entered into separate Deeds of Indemnity in favour of its directors. The deeds provide substantially the same protection as that already provided to directors under the indemnity in Article 170 of the Company’s Articles of Association. The Company has also arranged appropriate insurance cover for legal action taken against its directors. |
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