National Grid 2014 Annual Report Download - page 175

Strategic Report Corporate Governance Financial Statements Additional Information
Mark Williamson, Non-executive Director
Appointment to the Board: 3 September 2012
Committee membership: A (ch), N, R
Previous appointments: Chief Accountant then Group Financial
Controller of Simon Group plc before joining International Power
plc as Group Financial Controller in 2000 and appointed as Chief
Financial Officer in 2003.
External appointments: Non-executive, Chairman of the Audit
Committee and Senior Independent Director of Alent plc, and
Chairman of Imperial Tobacco Group PLC.
Experience:
• Finance director
• Accountant
• Government/regulatory
• City
• Utilities – energy
• International
Nick Winser CBE FREng, Executive Director, UK
Appointment to the Board: April 2003
Previous appointments: Chief Operating Officer of the US
transmission business for National Grid Transco plc having joined
The National Grid Company plc in 1993, becoming Director of
Engineering in 2001. Prior to this, with Powergen since 1991
asprincipal negotiator on commercial matters. Most recently
co-Chair of the Energy Research Partnership.
External appointments: Non-executive Director of Kier Group
plc, Chair of CIGRE UK, Vice President and Trustee of The
Institution of Engineering and Technology and President of the
European Network of Transmission System Operators for
Electricity.
Experience:
• Engineer
• Government/regulatory
• Partnering/JV/contract management
• City
• Utilities – energy
• Customer
• US
Alison Kay, Group General Counsel & Company Secretary
Appointment as Company Secretary: 24 January 2013
Previous appointments: Various roles since joining National Grid
in 1996 including UK General Counsel and Company Secretary
from 2000 to 2008 and Commercial Director, UK Transmission
from 2008 to 2012.
Capital gains tax (CGT)
CGT information relating to National Grid shares for UK resident
shareholders can be found on our website under Investors,
Shareholder Services. Share prices on specific dates can also
befound on our website.
Change of control provisions
No compensation would be paid for loss of office of Directors
onachange of control of the Company. As at 31 March 2014,
theCompany had undrawn borrowing facilities with a number of
its banks of £1.7 billion available to it and a further £1.1 billion of
drawn bank loans which, on a change of control of the Company
following a takeover bid, may alter or terminate. All the Company’s
share plans contain provisions relating to a change of control.
Outstanding awards and options would normally vest and become
exercisable on a change of control, subject to the satisfaction of
any performance conditions at that time. In the event of a change
of control of the Company, a number of governmental and
regulatory consents or approvals are likely to be required
arisingfrom laws or regulations of the UK, US or the EU.
No other agreements that take effect, alter or terminate upon
achange of control of the Company following a takeover bid
areconsidered to be significant in terms of their potential impact
on the business as a whole.
Conflicts of interest
The Board continues to monitor and note possible conflicts of
interest that each Director may have and Directors are reminded
oftheir continuing obligations in relation to conflicts at each Board
meeting. Potential conflicts are considered and, if appropriate,
approved and noted. During the year ended 31 March 2014, the
Board has been advised by the Directors of a number of situations
in relation to which no actual conflict of interest was identified and
has therefore authorised such situations in accordance with its
powers as set out in the Articles.
Directors’ indemnity
The Company has arranged, in accordance with the Companies
Act 2006 and the Articles, qualifying third-party indemnities
against financial exposure that Directors may incur in the course
oftheir professional duties. Equivalent qualifying third-party
indemnities were, and remain, in force for the benefit of those
Directors who stood down from the Board during the year ended
31 March 2014. Alongside these indemnities, the Company places
Directors’ and Officers’ liability insurance cover for each Director.
Events after the reporting period
There have been no material events affecting the Company since
the year end.
Key
A Audit Committee
F Finance Committee
N Nominations Committee
R Remuneration Committee
S Safety, Environment and
Health Committee
(ch) Chairman of committee
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