National Grid 2008 Annual Report Download - page 607

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 48703
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: 83
Description: EXHIBIT 15.1
0/8279.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/279/8*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 48703
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: 83 Description: EXHIBIT 15.1
0/8279.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/279/8*
Table of Contents
Annual Report and Accounts 2007/08
91
During the year, the Committee considered the following
items:
Auditors
Financial
Governance
The Committee works closely with both the internal and
external auditors. It receives and reviews the internal audit
plan and ensures that the internal audit function has
sufficient resources to carry out its work. The appointment
and removal of the Head of Internal Audit is subject to the
approval of the Committee.
Subject to annual shareholder approval at the AGM, the
Committee is solely and directly responsible for and
approves the appointment, reappointment, fees and
oversight of the external auditor. Meetings are held at least
annually with the external auditor without management
present.
In order to ensure objectivity and independence of the
external auditor, all non-audit work carried out by the
external auditor is subject to Audit Committee pre-approval.
Details of the fees paid to the external auditor for both audit
and non-audit work carried out during the year can be found
in note 3e to the accounts on page 130.
A review is carried out annually of the service provided by
the external auditor, and subject to the outcome of this
review, the Company may put the audit out to tender.
Following the latest review, the service was considered
satisfactory.
non-audit fees and consultancy spend undertaken by the
external auditor, with the auditor not present;
the independence and objectivity of the external auditor;
an evaluation of the external audit
p
rocess;
reviewing audit related matters following the KeySpan
acquisition; and
monitoring and reviewing the effectiveness of internal
audit activities.
reviewing the effectiveness of the Company’s financial
reporting, internal controls and compliance with Sarbanes-
Oxley Act requirements;
monitoring risk and compliance management procedures
across the Com
p
an
y
and reviewin
g
s
p
ecific risks;
receiving reports from the Business Separation
Compliance Officer, as required under National Grid Gas
plc’s gas transporter licences;
receiving reports from the Director of Tax and Treasury;
reviewing the Company’s results statements and Annual
Report and Accounts before publication and making
appropriate recommendations to the Board following
review;
reviewin
g
the content of Interim Mana
g
ement Statements;
receiving reports on business conduct issues; and
reviewing accounting policies.
reviewing the Committee’s own performance and
constitution following the annual performance evaluation;
and
reviewing the Committee’s forward business schedule.
Executive Committee
Within the authorities delegated to the Committee by the
Board, the key tasks of the Committee are to oversee the
financial, operational and safety performance of the
Company. The Committee is tasked with implementing the
strategy approved by the Board. The Committee comprises
the Chief Executive, who is its chairman, the Executive
Directors and the Company Secretary & General Counsel.
Executive Committee membership and attendance at
meetings was as follows during 2007/08 from a total of 12
meetings:
In addition, the Global Director of Human Resources and
Global Head of IS are regular attendees of meetings. Senior
management personnel are invited to attend meetings of the
Executive Committee as necessary to keep it fully appraised
of the Company’s businesses. Attendance of key
management personnel at Executive Committee and other
Board and Committee meetings is monitored by the
Executive Committee as part of the Board’s succession
planning and development programmes.
In accordance with its remit, the Executive Committee is
responsible for the day-to-day management of the Company
and its businesses. During the year, items that the
Committee considered included:
At each meeting there are in depth review sessions on key
business areas for the Company.
Name Attendance*
Steve Holliday (chairman) 12 of 12
Bob Catell
(
from 25 Se
p
tember 2007
)
6 of 6
Edward Astle 11 of 12
Mark Fairbairn 12 of 12
Steve Lucas 10 of 12
Tom Kin
g
(
from 13 Au
g
ust 2007
)
8 of 8
Nick Winser 11 of 12
Helen Mah
y
, Com
p
an
y
Secretar
y
& General Counsel 12 of 12
* Attendance is expressed as number of meetings attended out of number possible or
applicable for the individual Director
the financial, operational and safety performance of the
Company and its businesses;
strategic business development and implementation
including the integration of the KeySpan businesses
acquired during year and the retention of the UK property
business;
approving capital and operational expenditure under the
specific authorities delegated to it by the Board;
reviewing governance issues;
global human resource leadership; and
global IS strategic issues.