National Grid 2008 Annual Report Download - page 606

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 9515
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: 82
Description: EXHIBIT 15.1
0/4278.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/278/4*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 9515
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: 82 Description: EXHIBIT 15.1
0/4278.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/278/4*
Table of Contents
90
Cor
p
orate Governance continued
National Grid plc
The Board and its Committees
The Board reserves a number of matters for its sole
consideration where these matters impact the strategic
direction and effective oversight of the Company and its
businesses. Examples include:
In addition to the matters reserved to the Board, a full
description of which is available on our website at
www.national
g
rid.com, certain items are considered at every
scheduled Board meeting including:
The Chairman and Non-executive Directors meet formally at
least once a year without any management present and
formally at least once a year with the Chief Executive. These
meetings provide an opportunity for the Non-executive
Directors to consider issues relating to the overall
governance and management of the Company. In addition,
there are ad hoc meetings as required.
The Board has dele
g
ated authority to its Committees to carry
out certain tasks as defined in the Committees’ terms of
reference, which are available on our website at
www.national
g
rid.com. These comprise the Audit, Executive,
Finance, Nominations, Remuneration and Risk &
Responsibility Committees. By delegating authority for the
consideration of policy and oversight of specific items to
these Committees, the Board ensures these items are given
appropriate attention in terms of both time and priority.
The Board is kept appraised by the Committee chairmen
through the provision of a summary of the issues discussed
and decisions taken by the Committee. Draft minutes of
Committee meetings are circulated to other Directors once
available.
The following sections explain the areas that each
Committee has responsibility for and the items that they
covered during the year.
corporate governance;
strategy, finance and approval of the budget and business
plan;
Director/employee issues such as Director succession
planning (with input and recommendations from the
Nominations Committee); and
stock exchange and listing requirements such as dividend
approval/recommendation and approval of results
announcements and the Annual Report and Accounts.
safety, health and the environment;
the financial status of the Company;
operational headlines from the Company’s businesses
together with a detailed update from one of the lines of
business on a rotating basis;
updates on business development and strategy
implementation;
updates on external matters affecting the Company; and
reports from the Company Secretary & General Counsel
including an update on the administration and governance
of the Com
p
an
y
and its businesses.
Audit Committee
A key function of the Audit Committee is to review the
effectiveness of the Company’s financial reporting and
internal control policies and the procedures for the
identification, assessment and reporting of risks.
As a consequence of the oversight role of the Committee
and in order to maintain independence from management,
the members of the Committee, including its chairman, are
all independent Non-executive Directors. The Committee
does however consider that both management and the
external auditors should attend meetings where possible in
order to provide the members of the Committee with the
information that they require and to answer questions on
areas that are within the Committee’s remit.
Accordingly, others invited to attend meetings include the
Chairman, the Chief Executive, the Finance Director, the
Head of Internal Audit, the Financial Controller, the Company
Secretary & General Counsel and the external auditor.
Additionally, the Executive Directors, the Director of Tax and
Treasury and the Risk & Compliance Manager are invited to
attend Audit Committee meetings as necessary to provide
updates and background information.
In order that the Committee is kept informed of
developments, meetings are held at least four times a year.
Membership and attendance at meetings was as follows
during 2007/08 from a total of 6 meetings:
In order that the Committee can fulfil its obli
g
ations, and as a
consequence of the technical nature of some of the financial
and accounting issues that come before it, the Committee
regards it as important that all of its members have an
understanding of financial matters and experience of dealing
with financial issues at a senior executive level. In addition,
the Board has determined that George Rose, Finance
Director of BAE Systems plc, has recent and relevant
financial experience and deems him to be a suitably qualified
financial expert as required by the Audit Committee’s terms
of reference.
Name Attendance*
George Rose (chairman) 6 of 6
Linda Adaman
y
6 of 6
John Allan 4 of 6
Maria Richter 6 of 6
* Attendance is expressed as number of meetings attended out of number possible or
applicable for the individual Director