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Corporate :: Board of Directors
The Board of Directors has legal and financial responsibility for the affairs of the Company. The Board delegates day-to day operational responsibility to the executive Directors – the Chief Executive, Peter Lawwell and Financial Director, Eric Riley.
The Board as a whole monitors Company performance against budgets and a rolling 5 year business plan as well as making specific decisions on key areas of the Company's business, risk management and setting future strategy. The Board operates, through the Audit Committee, a comprehensive set of internal financial controls which are reported on regularly by the internal auditor and reviewed each year by the external auditors.
There are some matters which only the Board can decide upon including, for example, the appointment of directors and auditors, the payment of dividends and the approval of budgets and interim and annual results. Decisions on significant contracts and expenditure above certain levels, also require Board approval.
Ian P Bankier (60)
Chairman
Mr Bankier was appointed to the Board as an independent non-executive director on 3 June 2011 and became Chairman on 14 October 2011. Mr Bankier is Executive Chairman of Glenkeir Whiskies Limited, a company he substantially owns. Glenkeir operates The Whisky Shop chain, which is the UK’s largest specialist retailer of whiskies. He has been involved in the Scotch whisky industry for 15 over years having been Managing Director of Burn Stewart Distillers PLC and Chief Executive of CL World Brands Limited. Mr Bankier’s formative career was as a solicitor and he was a partner of McGrigors for 15 years, where he specialised in corporate law. Mr Bankier is a member of the Remuneration Committee and chairs the Nomination Committee.
Thomas E. Allison (64)
Senior Independent Director
Tom Allison has been a non-executive Director since September 2001. He is Chairman of the Remuneration Committee and a member of the Nomination Committee. Mr Allison is the nominated Senior Independent Director, Chairman of Peel Ports Limited and a director of a number of other companies within the Peel Ports Group. He is Chairman of Tulloch Homes Group Limited, a non-executive director of Sunseeker Yacht Group Limited and a member of the Council of CBI Scotland.
Dermot F. Desmond (62)
Independent Non-Executive Director
A non-executive Director of the Company since May 1995, Mr Desmond is the chairman and founder of International Investment and Underwriting, a private equity company based in Dublin. He is the original promoter of Dublin’s International Financial Services Centre which has over 400 companies operating within it. Mr Desmond has established various companies including several software companies serving the financial services industry. His other investments, in addition to the Company, have included London City airport, the Sandy Lane Hotel, and Barchester Healthcare. Mr Desmond is a member of the Nomination and Audit Committees.
Brian Duffy (58)
Independent Non-Executive Director
Brian Duffy joined the Board in February 2010. Mr Duffy was educated in Glasgow and qualified as a Chartered Accountant in 1976. He has held a variety of senior posts in the clothing and consumer goods sectors, most recently with the Polo Ralph Lauren Corporation, which he joined as President and Chief Operating Officer, Europe in 2003. He became Group President, Europe in 2008 and retired in March 2012. Mr Duffy is a member of the Audit and Remuneration Committees.
Peter T. Lawwell (53),
Chief Executive
Peter Lawwell joined the Company in October 2003 from his position as commercial director with Clydeport plc. As Chief Executive he has overall operational responsibility for the Company. Previously he held senior positions with ICI, Hoffman-La-Roche and Scottish Coal.
Ian P Livingston (48)
Independent Non-Executive Director
Mr Livingston was appointed to the Board as an independent non-executive director in October 2007 and chairs the Audit Committee. Mr Livingston is Chief Executive of BT Group plc, having also served as chief executive of BT Retail and as Group Finance Director. Mr Livingston has also previously been Group Finance Director of Dixons Group plc and a non-executive director of Ladbrokes plc (formerly Hilton Group plc). He qualified as a Chartered Accountant in 1987.
Eric J. Riley (55)
Financial Director
Eric Riley joined the Company in August 1994. Mr Riley is a chartered accountant and has executive responsibility for operational areas of corporate strategy and finance. During the year Mr Riley served as a member of the Council of the Scottish Football Association and has served as a member of Board of the Scottish Premier League on several occasions, most recently since July 2010.
Brian Wilson (63)
Independent Non-Executive Director
Brian Wilson was appointed as a non-executive Director in June 2005. Formerly a Member of Parliament, Mr Wilson also held several ministerial posts during his political career. He is an experienced journalist and writer and a director of several private companies. Mr Wilson is a member of the Audit and Remuneration Committees.
Company Secretary
Michael Nicholson
ADVISERS
Brokers and Nominated Advisers
Seymour Pierce Limited
20 Old Bailey
London, EC4M 7EN
Auditors
PKF (UK) LLP
78 Carlton Place
Glasgow, G5 9TH
Bankers
The Co-operative Bank plc
29 Gordon Street
Glasgow,G1 3PF
Solicitors
DLA Piper LLP
249 West George Street
Glasgow, G2 4RB
Registrars
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol, BS99 3FA
BOARD COMMITTEES
The Board operates 3 standing committees: Audit, Remuneration and Nomination.
Each Committee has written terms of reference. These can be viewed below.
Membership of each standing Committee is restricted to non-executive Directors. Only independent non-executive Directors are entitled to sit on the Audit and Remuneration Committees. Executive Directors, the Company Secretary and other executives and advisers attend certain Committee meetings as required, but are not Committee members.
Audit Committee
The Committee consists of Ian Livingston as Chairman, Dermot Desmond, Brian Duffy and Brian Wilson.
The Committee normally meets at least 3 times a year. The external auditor, Company Secretary, Financial Director and other members of the accounting team attend routinely.
The Audit Committee has a number of key roles:
review of Group's accounting policies, internal controls and financial reporting
monitoring health and safety
risk management and business continuity planning
monitoring the scope, quality and independence of the external and internal audit functions
appointment and fees of the external auditors.
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Remuneration Committee
The Remuneration Committee is chaired by Tom Allison. The other members are Brian Wilson, Brian Duffy and Ian Bankier.
The Remuneration Committee determines the terms of engagement and remuneration of the Company's executive Directors, Company Secretary and certain senior executives, on behalf of the Board. The Committee also monitors the Company's executive share option scheme and implementation of other executive and employee incentive schemes. A detailed report is included within the Annual Report.
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Nomination Committee
This Committee comprises Ian Bankier as Chairman, Dermot Desmond and Tom Allison. It meets as necessary, principally to consider and recommend new appointments to the Board and senior positions in the Company for succession purposes.
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