CSR continues to work towards compliance with the provisions of the Combined Code Principles of Good Governance and Code of Best Practice contained in the report by the Committee on Corporate Governance (the "Combined Code").
For the purposes of assessing compliance with the Combined Code, the Board considers that David Tucker, Ron Mackintosh, Anthony Carlisle and Sergio Giacoletto are non-executive directors who are independent of management and free from any business or other relationship that could materially interfere with the exercise of their independent judgement. In October 2004, Mr Tucker was appointed the Senior Independent Director. Mr Tucker is available to meet institutional shareholders, should there be unresolved matters which they wish to bring to his attention.
During 2007, the Board will meet at least six times and may meet at other times at the request of any Director.
CSR has three Board committees whose members comprise non-executive directors. In accordance with the Combined Code, the duties of the committees are set out in formal terms of reference. These are set out below:
Audit committee
The Combined Code provides that the audit committees of UK public companies should consist exclusively of non-executive directors who are independent of management and free from any business or other relationship which could materially interfere with the exercise of such directors' independent judgement. The audit committee is chaired by David Tucker, and its other members are Ron Mackintosh Anthony Carlisle and Sergio Giacoletto. Only non-executive directors serve on the committee and members of the committee have no links with CSR's external auditors and are independent of CSR's management. The audit committee will meet not less than three times a year and meets the external auditors at least once a year without the executive directors present. The committee invites the Finance Director, the internal auditor and a representative of the external auditors to attend all meetings and may invite the Chief Executive Officer, other directors, senior managers or other employees to attend meetings as it feels appropriate.
The audit committee is responsible for the development, implementation and monitoring of the Company’s policy on external audit and for overseeing the objectivity and effectiveness of the auditors, in addition to making recommendations to the Board on the appointment of the external auditors and on their remuneration. The committee considers the nature, scope and results of the work of the internal and external auditors and reviews (and reserves the right to approve) any non-audit services that are to be provided by the external auditors. In relation to the appointment of external auditors and in order to safeguard auditor independence and objectivity, the committee has a policy of permitted services which details those services that can be provided by the auditors and those which require specific approval by the committee. The policy also details services that the auditors are not permitted to provide.
The committee focuses particularly on compliance with legal requirements, accounting standards and the Listing Rules and ensuring that an effective system of internal financial and non-financial controls is maintained. The committee monitors and reviews the effectiveness of the Group’s internal control systems, accounting policies and practices, risk management procedures and compliance controls as well as the statement on internal controls, and any amendments to those before they are considered and approved by the Board. The committee reviews, where practicable, all proposed announcements to be made by the Company to the extent they contain financial information. It receives and reviews reports from management and CSR's auditors relating to CSR's annual report and accounts. The ultimate responsibility for reviewing and approving the annual report and accounts remains with the Board.
Terms of Reference to the Audit committee (PDF, 19KB, opens in a new window)
Page TopRemuneration committee
The remuneration committee is chaired by Ron Mackintosh and its other members are John Whybrow, David Tucker Anthony Carlisle and Sergio Giacoletto. Only non-executive Directors serve on the committee and the members of the committee are independent of CSR's management. The committee, which normally meets at least twice a year, has responsibility for making recommendations to the Board on CSR's policy for remuneration of senior executives, for reviewing the performance of executive directors and for determining, within agreed terms of reference, specific remuneration packages for each of the executive directors and assisting the executive as regards the remuneration of other employees, including pension rights, any compensation payments and the implementation of medium and long term incentive schemes. In accordance with the committee's terms of reference, no director may participate in discussions relating to his or her own terms and conditions of service or remuneration.
Terms of Reference to the Remuneration committee (PDF, 17KB, opens in a new window)
Nomination committee
The nomination committee is chaired by John Whybrow, and its other members are David Tucker, Ron Mackintosh Anthony Carlisle and Sergio Giacoletto. The members of the committee are non-executive Directors who are independent of CSR's management. The committee meets not less than once a year and has responsibility for considering the size, structure and composition of the Board, and retirements and appointments of additional and replacement directors and will make appropriate recommendations to the Board.
The identity of each of the chairmen of the committees referred to above is reviewed on an annual basis. The membership of these committees and their terms of reference will be kept under review.
Terms of Reference to the Nomination committee (PDF, 58KB, opens in a new window)