National Grid 2008 Annual Report Download - page 603

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 49664
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-15.1, Doc: 16, Page: 80
Description: EXHIBIT 15.1
0/9276.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/276/9*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 49664
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-15.1, Doc: 16, Page: 80 Description: EXHIBIT 15.1
0/9276.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/276/9*
Table of Contents
88
Cor
p
orate Governance
National Grid plc
Corporate Governance
Governance framework
We are committed to the highest standards of corporate
g
overnance and to operatin
g
our businesses in a sustainable
and responsible manner. Our corporate governance
practices are based on the Combined Code on Corporate
Governance as revised in 2006 (the ‘Code’), and
consideration is given to current and developing best
practice including matters contained in the various investor
guidelines.
The Board considers that it complied in full with the Code
during the year except temporarily in respect of the
requirement for at least half of the Board, excluding the
Chairman, to consist of independent Non-executive
Directors.
Following the appointments of Tom King and Bob Catell to
the Board as Executive Directors, and the resi
g
nation of Paul
Joskow as an independent Non-executive Director, during
the year the Board consisted of the Chairman, seven
Executive Directors and six independent Non-executive
Directors. Following the announcement made in March 2008
regarding Edward Astle’s departure, with effect from 30
April 2008, the Board consisted of the Chairman, six
Executive Directors and six Non-executive Directors, in
compliance with the Code. An additional independent Non-
executive Director, Philip Aiken, joined the Company in
May 2008.
The Board’s role includes approval of the overall business
strategy of National Grid; approval of the business plan and
budget; approval of the financial policy; oversight of Policy
and Procedure statements, Codes of Conduct, Delegations
of Authority, Framework for Responsible Business and
Standards of Ethical Business Conduct for all employees.
The framework and standards described above, together
with other documentation relatin
g
to National Grid’s
governance, are available on our website at
www.national
g
rid.com.
The Board of National Grid during the year was composed
as set out in the following table. Biographical details for all
the Directors can be found on pages 12 and 13, together
with details of Board Committee memberships. Attendance
at Board meetings was as indicated from a total of 12
meetings:
Name Attendance*
Chairman
Sir John Parker 12 of 12
Chief Executive
Steve Holliday 12 of 12
Executive Directors
Bob Catell (from 25 September 2007) (Deputy Chairman) 7 of 7
Steve Lucas 11 of 12
Nick Winser 12 of 12
Tom Kin
g
(
from 13 Au
g
ust 2007
)
7 of 7
Mark Fairbairn 12 of 12
Edward Astle 12 of 12
Non-executive Directors
Ken Harvey (Senior Independent Director) 12 of 12
Linda Adaman
y
12 of 12
John Allan 10 of 12
Ste
p
hen Pettit 12 of 12
Maria Richter 12 of 12
Geor
g
e Rose 9 of 12
Paul Joskow
(
to 31 Jul
y
2007
)
5 of 6
* Attendance is expressed as number of meetings attended out of number possible or
applicable for the individual Director
Board members are required to attend Board and Committee
meetin
g
s re
g
ularly. If they are unable to do so, the Chairman
is informed and the reasons recorded. Instances of non
attendance during the year were regarded as reasonable in
each case due to the individual circumstances concerned.
Non attendance at meetings is considered in the one-to-one
director performance evaluation conducted by the Chairman.
In order to ensure that the Directors are kept informed, they
are sent papers for meetings of the Board and those
Committees of which they are a member. In the event that a
Director is unable to attend a meeting, they are able to relay
their views and comments via the relevant Committee
chairman or the Chairman of the Board.
In accordance with the Articles of Association, Directors are
submitted for re-election by shareholders at the first Annual
General Meeting (AGM) following their initial appointment
and then at subsequent AGMs at least once every three
years. Further details regarding those Directors due for re-
election at the 2008 AGM can be found in the Notice of 2008
AGM.
The service contracts (Executive Directors) and letters of
appointment (Non-executive Directors) of Board members
are available to National Grid’s shareholders and may also
be inspected at the AGM prior to the meetin
g
. Further details
regarding the Directors’ service contracts and letters of
appointment can be found in the Directors’ Remuneration
Report on pages 100 to 110.
Non-executive Director independence
It is important that the Non-executive Directors bring
experience, probity and independent challenge to the Board.
Accordingly, the independence of the Non-executive
Directors is considered at least annually as part of the
performance evaluation conducted by the Nominations
Committee. This assessment also considers the character,
j
ud
g
ement and commitment of each Non-executive Director
as well as their performance on the Board and relevant
Committees. The Board takes into account service on the
boards of either Lattice Group plc or National Grid Group plc
prior to their merger in considering length of service as a
Director of National Grid. Following such evaluation, each of
the Non-executive Directors has been determined by the
Board to be independent.
Roles of the Chairman, Chief Executive and Senior
Independent Director
The Chairman and the Chief Executive have separate roles
and responsibilities which have been approved by the Board.
The Chairman’s main responsibility is the leadership and
management of the Board and its governance. His
contractual commitment to National Grid is two days per
week but in practice this is often exceeded. The Board is
satisfied that the Chairman, and other Non-executive
Directors if required, would be available as needed. The
number and perceived responsibility of other directorships
are considered as part of the performance evaluation.
The Chief Executive retains responsibility for the leadership
and day-to-day management of the Company and the
execution of its strategy as approved by the Board.