National Grid 2016 Annual Report Download - page 51

Board
committees
Board
Remuneration
Committee
responsible for
recommending
to the Board the
remuneration policy
for the Executive
Directors, other
members of the
Executive Committee
and for the Chairman;
and for implementing
this policy.
Audit
Committee
oversees the
Company’s nancial
reporting, and
internal controls and
their effectiveness,
together with the
procedures for
identifying, assessing
and reporting risks.
It also oversees the
services provided
by the external
auditors and their
remuneration.
Finance
Committee
sets policy, approves
strategy and grants
authority for nancing
decisions (including
treasury, tax and
pensions), credit
exposure, hedging
and foreign exchange
transactions,
guarantees and
indemnities.
Nominations
Committee
considers the
structure, size
and composition
of the Board
and committees
and succession
planning. It identies
and proposes
individuals to be
Directors and
executive
management,
and establishes
the criteria for any
new position.
Safety,
Environment
and Health
Committee
reviews the
strategies, policies,
initiatives, risk
exposure, targets
and performance
of the Company and,
where appropriate,
of its suppliers
and contractors
in relation to safety,
environment
and health.
Executive
Committee
Group
Ethics and
Compliance
Committee
Global
Security and
Resilience
Committee
Investment
Committee
Disclosure
Committee
Global
Retirement Plan
Committee
Management
committees
Share-schemes
Sub-Committee
The committee structure, reporting and communication
lines are set out in the diagram below and the role and
responsibilities of the committees are set out in their
respective terms of reference, available on our website.
Committee agendas and schedules of items to be
discussed at future meetings are prepared in accordance
with the terms of reference of each committee and
take account of other topical and ad-hoc matters.
In addition to the vertical lines of reporting, the committees
communicate and work together where required. For
example, during the appointment process for John
Pettigrew the Remuneration Committee worked closely
with the Nominations Committee.
At Board committee meetings, items are discussed and,
as appropriate, endorsed, approved or recommended
to the Board, by the committee. Following Board
committee meetings, 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 with the work undertaken by
each Board committee.
Below the Board committees are a number of
management committees, including the Executive
Committee. You can read more about some of the
management committees, including the membership
and operation of the Executive Committee, on page 63.
Reports from each of the Board committees together
with details of their activities during the year are set out
on the following pages.
Corporate Governance
Board composition
The successful delivery of our strategy depends upon
attracting and retaining the right talent. This starts with having
a high-quality Board. Balance is an important requirement for
the composition of the Board, not only in terms of the number
of Executive and Non-executive Directors, but also in terms
of expertise, diversity and backgrounds.
While traditional diversity criteria such as gender and
ethnicity are important, we also value diversity of skills,
experience, knowledge and thinking styles. You can
read about our Board diversity policy in the Nominations
Committee report on page 61.
This year we said goodbye to Steve Holliday as Chief
Executive and welcomed John Pettigrew as his successor.
We will also be welcoming Nicola Shaw onto the Board
as Executive Director, UK, from 1 July 2016. Apart from
the appointment of Dean Seavers on 1 April 2015, as noted
in last year’s Annual Report and Accounts, there have been
no other changes to the Board composition that have come
into effect during the financial year. We continue to look
forward, with succession planning being an important focus
for the Nominations Committee and the Board.
Our Board and its committees
The Board delegates authority to its Board 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.
Board and committee interactions
Key
Lines of reporting
Board/Board
committees
Executive Committee
to Board/Board
committees
Management
committees to
Executive Committee/
Board committees
Lines of
communication
49National Grid Annual Report and Accounts 2015/16
Corporate Governance
Corporate Governance