National Grid 2016 Annual Report Download - page 68

C. Accountability D. Remuneration E. Relations with
shareholders
C.1 Financial and business reporting
The requirement for Directors to state
that they consider the Annual Report
and Accounts, taken as a whole, is fair,
balanced and understandable remains a
key consideration in the drafting and review
process. The coordination and review of the
Annual Report is conducted in parallel with
the formal audit process undertaken by the
external auditors and the review by the Board
and its committees (of relevant sections).
The drafting and assurance process
supports the Audit Committee’s and Board’s
assessment of the overall fairness, balance
and clarity of the Annual Report and the
statement of Directors’ responsibilities
as set out on page 84. The independent
auditor’s report is on pages 85 to 92 and
the Company’s business model is on
pages 14 and 15.
C.2 Risk management and
internal control
The Board has carried out a robust
assessment of the principal risks facing the
Company including those that would threaten
the business model, future performance,
solvency or liquidity. Further details can be
found on pages 27 and 28.
The Board also sets the Company’s
risk appetite, internal controls and risk
management processes. The Board
undertakes a review of their effectiveness
annually. Further details are set out on
pages 26–29.
The activities of the Audit Committee, which
assists the Board with its responsibilities in
relation to risk and assurance, are set out
on pages 54 to 58.
C.3 Audit Committee and auditors
The Audit Committee report on pages 54
to 58 sets out details of how the Committee
has discharged its duties during the year,
matters reviewed by the Committee and
how it ensures the auditor’s objectivity,
effectiveness and continued independence.
The Audit Committee report also explains the
audit tender process that was undertaken
during the year.
D.1 The level and components
of remuneration
The Remuneration Committee is responsible
for recommending to the Board the
remuneration policy for Executive Directors
and other members of the Executive
Committee and for the Chairman, and for
implementing this policy. The aim is to align
remuneration policy to Company strategy
and key business objectives and make sure
it reflects our shareholders’, customers’
and regulators’ interests.
The Remuneration Report on pages 68
to 81 outlines the activities of the Committee
during the year and sets out excerpts of
the Directors’ remuneration policy table as
approved by shareholders at the 2014 AGM.
D.2 Procedure
For further information on the work of the
Remuneration Committee and Directors’
remuneration packages see the Directors’
Remuneration Report on pages 68 to 81.
The Committee’s terms of reference are
available on our website.
E.1 Dialogue with shareholders
The Board as a whole is responsible for
making sure that satisfactory dialogue with
shareholders takes place. We believe that
effective channels of communication with
the Company’s debt and equity institutional
investors and individual shareholders are
very important. More information about
our approach to relations with shareholders
can be found on page 51.
E.2 Constructive use of
General Meetings
The AGM provides a key opportunity for
the Board to communicate with and meet
shareholders. Shareholders are able to learn
more about the Company through exhibits
and can ask questions directly of the Board.
Company representatives and our Registrar
are also on hand to answer any questions
shareholders might have.
Our AGM will be held on Monday 25 July 2016
at The International Convention Centre in
Birmingham and broadcast via our website.
The Notice of Meeting for the 2016 AGM,
available on our website, sets out in full the
resolutions for consideration by shareholders,
together with explanatory notes and further
information on the Directors standing for
election and re-election.
Statement of compliance with the UK
Corporate Governance Code continued
66 National Grid Annual Report and Accounts 2015/16 Corporate Governance
Corporate Governance continued