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 on pages 102 and 104.
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 2008, the Board met 15 times formally and held 24 committee meetings throughout the year. With the exception of John Quelch, Paul Spencer and Mark Read (each absent for one meeting), Orit Gadiesh (absent for two meetings), Colin Day and David Komansky (each absent for three meetings), Timothy Shriver (absent for four meetings), Lubna Olayan (absent for six meetings) and Koichiro Naganuma who was only able to attend one meeting, there was full attendance at all formal meetings of the Board during 2008.
The Board was composed of 15 directors in 2008 which has reduced to 14 following the retirement of David Komansky on 6 February 2009. Three members are executive directors and 10 plus the chairman, are non-executive directors. The Board considers that eight of the 10 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 on page 137. Non-executive directors do not participate in the Company’s pension, 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.