National Grid 2014 Annual Report Download - page 50

Corporate
Governance
continued
Instances of non-attendance during the year at Board and
committee meetings were determined to be reasonable due
totheindividual circumstances.
Should any Director not be able to attend a Board or committee
meeting, the Chairman and committee chairman are informed
andthe absent Director is requested to communicate opinions
and comments on the matters to be considered.
Our Board and its committees
The Board delegates authority to its committees to carry out
certain tasks on its behalf, so that it can operate efficiently and
give the right level of attention and consideration to relevant matters.
The role and responsibilities of the committees are set out in their
terms of reference, available on our website. The committee
structure and delegation and reporting lines are set out in the
diagram below.
In addition to the vertical lines of responsibility and reporting,
thecommittees communicate and work together where required.
For example, on some risk matters the Safety, Environment and
Health (SEH) Committee collaborates with the Audit Committee.
These lines of communication are shown in the diagram below.
Committee agendas and schedules of items to be discussed at
future meetings are prepared in line with the terms of reference
ofeach committee.
At committee meetings, items are discussed and, as appropriate,
matters are endorsed, approved or recommended to the Board
bythe committee. The chairman of each committee provides the
Board with a summary of the main decisions and discussion
points so the non-committee members are kept up to date.
Below the Board committees are a number of management
committees, including the Executive Committee.
The Executive Committee has responsibility for making
management and operational decisions about the day-to-day
running of the Company. Further information on some of the
management committees, including the membership and
operation of the Executive Committee, is set out on pages 56
a n d 5 7.
Reports from each of the Board committees together with details
of their activities during the year, are set out on the following pages.
Board
Remuneration
Committee
Executive
Committee
Nominations
Committee
Global
Retirement Plan
Committee
Audit
Committee
Finance
Committee
Disclosure
Committee
Board and committee interactions
Board committees
Management committees
Global Ethics and
Compliance
Committee
How our Board operates
The Chairman sets the Board’s agenda in line with its
responsibilities and role as set out in the matters reserved for
theBoard, and the main challenges and opportunities facing
theCompany, making sure adequate time is available to discuss
all items, including strategic issues.
To support discussion and decision making, Board and committee
members receive papers sufficiently in advance of meetings so
that they can prepare for and consider agenda items. Additionally,
the Chairman holds a short meeting with the Non-executive
Directors before and after each Board meeting todiscuss the
focus of the upcoming meeting and afterwards toshare feedback
and discuss any outstanding matters.
A one-page executive summary for non-standard papers provides
information and clarity around the contribution or action required.
Where appropriate, subject matter experts give presentations
andprovide the opportunity for Directors to ask questions.
Board membership and attendance
Board membership and attendance at meetings are set out below.
Attendance is expressed as the number of meetings attended out
of the number possible or applicable for the individual Director
during the year to 31 March 2014. Committee membership during
the year and attendance at meetings is set out in each of the
individual committee reports later in this report.
Name Attendance
Sir Peter Gershon 11 of 11
Steve Holliday 10 of 11
Andrew Bonfield 11 of 11
Tom King 11 of 11
John Pettigrew10 of 0
Nick Winser 10 of 11
Phillip Aiken 11 of 11
Nora Mead Brownell 10 of 11
Jonathan Dawson 11 of 11
Therese Esperdy21 of 1
Paul Golby 11 of 11
Ruth Kelly 11 of 11
Maria Richter 11 of 11
Mark Williamson 11 of 11
Ken Harvey33 of 4
George Rose34 of 4
1. John Pettigrew was appointed to the Board with effect from 1 April 2014.
2. Therese Esperdy was appointed to the Board with effect from 18 March 2014.
3. George Rose and Ken Harvey stepped down from the Board with effect from 29 July 2013.
Safety,
Environment and
Health Committee
48 National Grid Annual Report and Accounts 2013/14