National Grid 2008 Annual Report Download - page 608

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 39154
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: 84
Description: EXHIBIT 15.1
0/5280.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/280/5*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 39154
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: 84 Description: EXHIBIT 15.1
0/5280.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/280/5*
Table of Contents
92
Cor
p
orate Goverance continued National Grid plc
Finance Committee
The Finance Committee is responsible for setting policy and
granting authority for short-term and long-term financing
decisions and for recommending for consideration by the
Board the treasury, tax, pensions and insurance
management policies of the Company. The Finance
Committee is made up of two Non-executive Directors, one
of whom is chairman of the Committee, and the Chief
Executive and Finance Director.
Finance Committee membership and attendance at
meetings was as follows during 2007/08 from a total of 4
meetings:
The Director of Tax and Treasury is invited to attend
Committee meetings on a regular basis.
Items that the Committee considered during the year
included:
Nominations Committee
The Nominations Committee is responsible for regularly
reviewing the structure, size and composition of the Board
and for identifying and nominating individuals to be Directors
and senior mana
g
ement. Such appointments and chan
g
es to
the Board require Board approval following
recommendations from the Committee. External recruitment
consultants are used and this procedure was followed for the
appointment of Philip Aiken as a Non-executive Director in
May 2008.
In order to ensure objectivity and independence, the
chairman and members are all Non-executive Directors.
Nominations Committee membership and attendance at
meetings was as follows during 2007/08 from a total of 9
meetings:
Name Attendance*
Maria Richter
(
chairman from 31 Jul
y
2007
)
4 of 4
Steve Hollida
y
4 of 4
Steve Lucas 4 of 4
Stephen Pettit 4 of 4
Paul Joskow
(
chairman to 31 Jul
y
2007
)
2 of 2
* Attendance is expressed as number of meetings attended out of number possible or
applicable for the individual Director
long-term funding requirements;
setting and reviewing treasury management guidelines
and policy in light of market conditions;
funding the acquisition of KeySpan;
the progress of the ordinary share buyback programme;
taxation issues for the Company;
treasury performance updates;
the repurchase and cancellation of the ‘B’ shares;
insurance updates;
effects on the Company of the ‘credit crunch’ in the
bankin
g
sector;
pensions updates; and
granting authority for parent and subsidiary companies to
enter into guarantees and indemnities under the
Committee’s delegated authority.
Name Attendance*
Sir John Parker
(
chairman
)
9 of 9
Ken Harve
y
9 of 9
Maria Richter
(
from 31 Jul
y
2007
)
6 of 6
George Rose 7 of 9
Paul Joskow
(
to 31 Jul
y
2007
)
3 of 3
* Attendance is expressed as number of meetings attended out of number possible or
applicable for the individual Director
The Chief Executive is invited to attend Nominations
Committee meetings on a regular basis. Advice is sought
from the Global Director of Human Resources and external
advice is sought when appropriate.
During the year the Committee:
Remuneration Committee
The Remuneration Committee is responsible for developing
Company policy regarding executive remuneration and for
determining the remuneration of the Executive Directors and
executives below Board level who report directly to the Chief
Executive. It also monitors the remuneration of other senior
employees of the Company and provides direction over the
Company’s share plans. All members of the Committee are
Non-executive Directors.
The Remuneration Committee determines remuneration
policy and practices with the aim of attractin
g
, motivatin
g
and
retaining high calibre Executive Directors and other senior
employees to deliver value for shareholders and high levels
of customer service, safety and reliability in an efficient and
responsible manner. The Remuneration Committee sets
remuneration policies and practices in line with best practice
in the markets in which the Company operates.
Further details of the policy on remuneration and details of
individual remuneration are available in the Directors’
Remuneration Report on pages 100 to 110.
Remuneration Committee membership and attendance at
meetings was as follows during 2007/08 from a total of 7
meetings:
The Global Director of Human Resources and Global Head
of Compensation & Benefits provide advice on remuneration
policies and practices and are usually invited to attend
meetings, along with the Chairman and the Chief Executive.
No Director or other attendee is present during any
discussion regarding his or her own remuneration.
reviewed the size of the Board, its structure and
composition;
reviewed and recommended changes to the composition
of Board Committees;
recommended individuals for appointment to the Board,
includin
g
the a
pp
ointments of Tom Kin
g
and Phili
p
Aiken;
considered succession planning for Board members; and
reviewed development and succession plans for senior
management, as developed by the Chief Executive and
the Global Director of Human Resources.
Name Attendance*
John Allan
(
chairman
)
6 of 7
Ken Harve
y
7 of 7
Stephen Pettit 7 of 7
Geor
g
e Rose 7 of 7
* Attendance is expressed as number of meetings attended out of number possible or
applicable for the individual Director