The Board of Directors
The Board is collectively responsible for promoting the success of the Company by directing and supervising the Company's policy and strategy and is responsible to share owners for the Group's financial and operational performance. Responsibility for the development and implementation of Group policy and strategy and for day-to-day management issues is delegated by the Board to the Group chief executive and other executive directors.
For the year under review, Philip Lader continued as chairman of the Board, responsible for the leadership of the Board. Sir Martin Sorrell, as the Group chief executive, continued to be responsible for the development and implementation of policy and strategy and for the day-to-day operations of the Group. The biographies of the current Board members appear in the Who runs WPP - Directors' biographies section.
All directors are fully briefed on important developments in the various business activities which the Group carries out worldwide and regularly receive extensive information concerning the Group's operations, finances, risk factors and its people, enabling them to fulfil their duties and obligations as directors. The directors are also frequently advised on regulatory and best practice requirements which affect the Group's businesses on a global basis, but particularly in the US and the UK.
During 2007, the Board met six times formally and held a number of ad hoc meetings throughout the year. With the exception of Colin Day and Orit Gadiesh (each absent for one meeting), Lubna Olayan (absent for two meetings), David Komansky (absent for three meetings) and Koichiro Naganuma who was only able to attend one meeting, there was full attendance at all formal meetings of the Board during 2007.
The Board is composed of 16 directors of whom three are executive and 12 plus the chairman, are non-executive. The Board considers that 10 of the 12 non-executive directors, in addition to the chairman, are independent, with John Quelch and Koichiro Naganuma being the only non-executive directors considered by the Board to be not independent.
The shareholdings of non-executive directors are set out in the Directors' interests section. Non-executive directors do not participate in the Company's pension or share option or other incentive plans, but may receive a part of their fees in ordinary shares of the Company and may participate in the Company's deferred compensation program.
The Board considers that the non-executive directors' remuneration conforms with the requirements of the Combined Code.
The fees payable to non-executive directors represent compensation in connection with Board and Board committee meetings, and where appropriate for devoting additional time and expertise for the benefit of the Group in a wider capacity.
Details of directors' remuneration and service contracts form part of the report of the Compensation Committee which commences in the Directors' remuneration section.
As a matter of policy the Company requires all directors to submit themselves for re-election by an ordinary resolution of share owners at least every three years or every year in the case of those directors who have held office for more than nine years. Directors may be appointed by share owners by ordinary resolution or by the Board on the recommendation of the Nomination Committee and must then stand for re-election at the next Annual General Meeting where they may be re-elected by ordinary resolution of the share owners.
The Board recommends that share owners vote in favour of the Resolutions to re-elect the relevant directors, namely Martin Sorrell, Mark Read, Orit Gadiesh, Paul Spencer, Koichiro Naganuma, Esther Dyson, Stanley (Bud) Morten, John Quelch and Timothy Shriver and sets out their reasons for this recommendation in the Appendix to the Notice of the Annual General Meeting.