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 Rolls-Royce plc with effect from
January 1, 2003. Sir Ralph Robins, who was a director and Chairman
of Rolls-Royce plc, retired on January 31, 2003. Mr D
E Baird was appointed as non-executive Chairman of
Rolls-Royce plc on February 1, 2003.
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.
Rolls-Royce Group plc was incorporated on March 21,
2003. The original directors were Mr A B Shilston and Mr C E
Blundell. Mr C E Blundell was also appointed Company Secretary. All
the remaining directors of Rolls-Royce plc were
appointed as directors of the Company on March 26, 2003. Mr C E
Blundell resigned as a director on April 10, 2003.
The Hon A L Bondurant, Mr C-P Forster and Mr I C Strachan were
appointed as non-executive directors of Rolls-Royce
Group plc with effect from September 19, 2003.
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
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.