During 2011 we focused on executing our strategy to deliver value to our shareholders and stakeholders. In doing so, we realise that it is imperative that the Company promotes a strong sense of meaningful and relevant governance in each area of our operations. Our policies and procedures ensure that the Company is directed and guided to follow good governance practices.
We have an experienced board of directors who are responsible to all our stakeholders for the long term strategy and sustainable success of the Company. During the year there were changes to the board that were carefully considered to ensure that the Company and its shareholders benefit from a board with a depth of experience, a diversity of influences, an independent viewpoint and a varied skill set.
I am retiring as chairman of the board and this will be my last report as chairman. With clear objectives, strong management and talented people, together with a board committed to good governance practices, Rexam is in a strong position for the future.
Sir Peter Ellwood
This corporate governance report has been prepared in accordance with the UK Corporate Governance Code of June 2010 (the Code). The Code is published by the Financial Reporting Council (FRC) and can be viewed on www.frc.org.uk. This report, being part of the directors’ report which includes the business review and the remuneration report, provides a summary of the Group’s procedures for applying the principles of the Code and the extent to which such principles have been applied. It is the board’s view that throughout the period 1 January to 31 December 2011 the Company has complied with the Code.
the role of the board
The board’s primary role is to ensure the sustainable long term success of the Group. This it does through the development, review and implementation of the Group’s strategy and the leadership of the executive directors to whom the board delegates the day to day management of the business.
The role of the board is to:
- ensure the sustained long term success of the Group;
- ensure that the board’s obligations to its shareholders are understood and met;
- ensure that the strategy takes into account the interests of the Group’s customers, suppliers, employees and the local communities in which Rexam operates;
- maintain control over the Group’s assets;
- monitor changes to the Group’s management and control structures;
- develop robust corporate governance and risk management practices and procedures; and
- establish high ethical standards of behaviour.
The Company operates through the board and its main board committees, namely the audit and risk, the nomination and the remuneration committees. The board also has a finance committee which oversees the financial risk management strategy, policy and treasury transactional matters delegated to it, and reviews and approves major financial transactions on behalf of the board. The board evaluates the membership of its individual board committees on an annual basis and aims to ensure that its principal committees have different non executive directors as their chairman. The board committees are governed by terms of reference which detail the matters delegated to the committee and for which they have authority to make decisions. The terms of reference for the main committees can be found on the Rexam website.
|schedule of matters reserved for the board|
|Board appointments and removals|
|The Group’s strategy, including the acquisition and disposal of businesses|
|Material financial decisions relating to equity, marketable securities, borrowing facilities, guarantees or indemnities and changes in accounting policies or practice|
|All capital expenditure projects over £10m or any capital expenditure project which, regardless of the amount, does not meet the Group’s financial criteria|
|Changes to the Group’s management and control structures|
|Matters relating to the Company’s share listing|
|The appointment and removal of principal advisors and external auditors|
The board does not routinely involve itself in day to day business matters but there is a formal schedule of matters that require the board’s specific approval, as well as those which can be delegated to committees of the board or senior management. Matters referred to the board are considered by the board as a whole and no one individual has unrestricted powers of decision.
|board membership 2011||meetings 20111|
|Sir Peter Ellwood (chairman of the board)||9/9|
|Leo Oosterveer (appointed 1 September 2011)||3/3|
|Carl Symon (retired 23 November 2011)2||7/8|
|the main areas dealt with by the board during 2011|
|best performance||Strategy planning, implementation and monitoring
Strategy for each business sector and focus on emerging markets
Reports on the key issues affecting the business
Sale of the Closures business
Financial position of the Group and its performance against budget and forecast
Bank facility refinancing proposals
The Group's budget for 2012 and long range plan to 2014
Reports on matters discussed at audit and risk committee meetings
Review of the effectiveness of the system of internal control
The Group's full year and half year results
2010 final dividend and 2011 interim dividend
Annual general meeting
|customer expectations||Reports on meetings with customers and suppliers
Major customer and supplier contracts
Research, development and innovation in relation to the strategic agenda
Board visit to a supplier operation in South America
|operational excellence||Capital expenditure requests including new manufacturing start ups, additional lines and line conversions in Brazil, Egypt, Finland, France and India
Rexam's sustainability programmes (incorporating all aspects of corporate social responsibility)
The Group and business procedures and controls
The Group risk management process, risk tracking and mitigation
Presentations from business sectors
Legal compliance, code of conduct and anti bribery and corruption policies
Information management strategy
Health and safety matters
|winning organisation||Reports on matters discussed at nomination committee and remuneration committee meetings
Appointment of a chairman designate and a non executive director
Board composition, diversity, development and succession planning
Effectiveness of the board following the board evaluation
Organisation and talent review
Employee engagement survey
Investor audit and feedback
Board meeting and plant visits with the South American beverage can and plastic packaging management teams
chairman and chief executive
The roles of the chairman and chief executive are separate with each having clearly defined responsibilities. Nonetheless, they retain a close working relationship to ensure the integrity of the board’s decision making process and the successful delivery of the Group’s strategy.
Sir Peter Ellwood was chairman of the Company throughout the period 1 January to 31 December 2011. The chairman creates and manages a constructive dialogue between the executive and non executive directors. He works with the company secretary to ensure that appropriate matters are discussed during board meetings.
The main duties of the chairman are to:
- lead the board;
- promote a culture of openness, challenge and debate;
- review the effectiveness of the board;
- ensure that the board has the appropriate balance of skills and experience and to give consideration to succession planning;
- ensure compliance with Group policies concerning the conduct of the business;
- provide guidance to the executive directors and senior management; and
- safeguard the interests of shareholders.
Sir Peter advised the board that he wished to retire from office with effect from close of business on 22 February 2012. Stuart Chambers was appointed as non executive director and chairman designate on 1 February 2012, and will succeed Sir Peter as chairman. The board considers that Stuart Chambers was independent on his appointment as non executive director and will be independent on his appointment as chairman.
Graham Chipchase’s primary objective as chief executive is to enhance long term shareholder value.
The main duties of the chief executive are to:
- develop and manage the Group and its trading performance within the authorities delegated by the board;
- deliver the Group’s strategic plan;
- lead the executive management and ensure that management has the appropriate balance of skills and experience;
- oversee the Group’s performance in safety, health and environmental matters;
- be the primary interface with shareholders; and
- promote high standards of ethical business conduct.
The written job specifications for the roles of chairman and chief executive are reviewed annually by the nomination committee.
non executive directors
At the date of this report, Rexam has seven non executive directors, including the chairman, whose role is to understand the business and its markets, consider proposals on strategy and constructively challenge the management. Collectively they hold or have held senior positions in industry and contribute a wide range of international experience and objective perspective to the board. Through the board committees, the non executive directors bring focus on governance and succession planning, internal controls, risk management and remuneration policies.
Non executive directors serve the Company under letters of appointment which are generally for an initial three year term. On appointment, an undertaking is requested confirming that the non executive director has sufficient time to fulfil his or her role on the board.
Carl Symon, Rexam’s senior independent director, retired from the board on 23 November 2011. Carl Symon had served on the board since 2003 and, having successfully led and completed the search for the new chairman, felt that this was an appropriate time to step down from the board. The board approved the appointment of John Langston as acting senior independent director with effect from 24 November 2011 and until such time as the nomination committee can consult with the new chairman of the board and make a recommendation for a permanent appointment.
The senior independent director, when necessary, supports the chairman and the other non executive directors on Company related matters. He is available to talk to shareholders if they have any issues or concerns or if there are any unresolved matters that shareholders believe should be brought to his attention. There is a written job specification for this role and it is reviewed annually by the nomination committee.
The non executive directors met several times during the year with the chairman to discuss, on a less formal basis, the Group’s performance, governance, strategy and succession planning. The executive directors were not in attendance at these meetings.
directors’ indemnities and insurance cover
The Company granted indemnities to Leo Oosterveer and Stuart Chambers on their appointments to the board in 2011 and 2012 respectively. The indemnities relate to certain losses and liabilities which they may incur in the course of their duties and are in force as at the date of this report. Insurance cover also remains in place to protect all directors and senior management in the event of a claim being brought against them in their capacity as directors or officers of the Company and its subsidiaries. Similar indemnities will be offered to other directors.
length of service of non executive directors as at 22 February 2012
board balance as at 22 February 2012
|7 non executive directors including the chairman|
|2 executive directors|
composition of the board
Rexam has a board of directors with international business backgrounds and a range of diverse skills, experience and nationalities. This diversity is invaluable in challenging and developing the Group’s strategy and enables the board to govern effectively a global business. The board works as a team but independence of thought and approach as well as constructive debate is encouraged.
Throughout 2011 and up to the date of this annual report the Company had a majority of independent non executive directors on the board.
The board is aware of the other commitments of the directors and considers that these commitments do not conflict with their non executive duties as directors of the Company. A biography of each member of the board, including details of their business experience and other directorships, given in the directors and officers section.
appointments to the board
The appointment and replacement of directors is governed by the Company’s articles of association, which may only be amended with shareholders’ approval in accordance with relevant legislation. Recommendations for appointments to the board are the responsibility of the nomination committee which acts in accordance with its terms of reference and the articles of association.
the nomination committee
All of the members of this committee are independent non executive directors.
|committee membership 2011||meetings 20111|
|Sir Peter Ellwood (committee chairman)2||6/6|
|Leo Oosterveer (appointed 6 December 2011)4||–|
|Carl Symon (retired 23 November 2011)||5/5|
The main responsibilities of the committee are to:
- review the structure, size and composition of the board (including the skills, knowledge, experience and diversity, including gender diversity);
- give full consideration to succession planning and ensure that processes and planning are in place with regard to both the board and senior executive appointments;
- identify and consider candidates on merit against objective criteria and to make recommendations to the board on appointments to the board and board committees, and on the appointment of the company secretary;
- assess the time needed to fulfil the roles of chairman, senior independent director and non executive directors;
- keep up to date about strategic issues and commercial changes affecting the Company and its markets; and
- assist the chairman with the annual board performance evaluation process to assess the overall performance and effectiveness of the board and each board committee, and the individual performance of directors.
The performance and effectiveness of the committee are reviewed as part of the main performance evaluation of the board and all its committees.
All board appointments are conducted through a formal, rigorous and transparent procedure between the nomination committee and the board. The committee identifies through the management review process any internal people whose skills, experience and contribution to the Group would add value to the board. The committee also works alongside executive recruitment consultants to evaluate and consider prospective external candidates and review internal candidates. Following an evaluation of candidates, the committee meets with prospective candidates who are then considered and, if appropriate, recommendations are made to the board for approval.
During 2011 the committee identified the requirement to appoint a new non executive director and, on Sir Peter Ellwood’s intended retirement, a new chairman. The processes leading to the appointments of Leo Oosterveer and Stuart Chambers were conducted through external recruitment consultants who adhere to a voluntary code of conduct to ensure that at least 30% of the candidates on their initial list of candidates are women (the Voluntary Code of Conduct). The committee considered the candidates against the board’s requirements and recommendations for the appointment of Leo Oosterveer and Stuart Chambers were made to the board for approval.
Lord Davies’ February 2011 report into ‘Women on Boards’ and the amendments to the Code subsequently proposed by the FRC have highlighted the importance of effective diversity policies in companies. The Rexam board is aware of the benefits of all forms of diversity, including gender diversity, when seeking new candidates for the board. It is the board’s aspiration that by 2015 at least 25% of the board will be women. Diversity is one of the important factors in the specification given by the committee to recruitment consultants when appointing new directors and the committee ensures that, with the assistance of executive recruitment consultants who adhere to the Voluntary Code of Conduct, it has visibility of a range of suitable candidates, including women.
The Group’s gender balance in senior management roles is currently 86% male and 14% female and, throughout the Group, 76% male and 24% female. The board reviews how diversity, in all forms, can be enhanced through the senior management team and across the Group with the overriding objective that the most appropriate candidates are employed and the most effective employees are retained and promoted.
The board’s responsibility for succession planning means that it is actively involved in the Group’s talent processes to identify internal candidates for promotion and develop senior managers to give them every opportunity to progress their careers. During 2011, the board discussed the current senior management positions within the organisational structure and, led by the chief executive, considered potential successors to meet the Group’s leadership needs over time.
development, information and support
Formal board meetings are held during the year and the chairman and the company secretary ensure that, prior to each meeting, the directors receive accurate, clear and timely information which helps them to discharge their duties. In the months with no scheduled board meeting, the directors receive the prior month and cumulative financial and operating information relating to the Group and its businesses.
All newly appointed directors participate in an internal induction programme that introduces the director to the Group and includes visiting Group businesses. This programme is tailored to each director’s needs, taking into account individual qualifications and experience. If required, an overview of the role and responsibilities of a director can be facilitated by an external consultant. The company secretary gives guidance on board procedures and corporate governance.
Leo Oosterveer joined the board as a non executive director on 1 September 2011 and is participating in an induction programme. Leo has met with functional heads for an overview of the Group. He has participated in a one to one external course on the role and responsibilities of a director, and has discussed areas of governance relevant to board membership with the company secretary. Leo is scheduled to visit some of Rexam’s manufacturing plants and meet with operational management. Stuart Chambers, who joined the board as chairman designate on 1 February 2012, has started an induction programme and is meeting with functional heads and representatives from the Group’s advisors prior to commencing a tour of the Group’s businesses.
The chairman is responsible for and regularly reviews and agrees with each director their training and development needs and members of the committees receive specific updates on matters that are relevant to their role. The chairman arranges for the board to visit at least one of the Group’s business locations each year to ensure that the directors’ knowledge and familiarity with the Group’s businesses are updated and maintained.
During 2011, the board held a meeting at the South American beverage can headquarters in Brazil and visited the beverage can plant in Jacareí and the plastic packaging plant in Jundiaí. The board also visited the main aluminium supplier to the South American beverage can business.
Members of the senior management team with responsibility for the Group’s businesses and those with corporate and service centre functional responsibilities make periodic presentations at board meetings about their businesses, functions, performance, suppliers, customers, markets and strategy.
The company secretary, who is appointed by the board, is responsible for ensuring compliance with board procedures. This includes taking minutes of the board meetings and the recording of any concerns relating to the running of the Company or proposed actions arising therefrom that are expressed by a director in a board meeting. The company secretary is also secretary to the audit and risk, nomination and remuneration committees. Under the direction of the chairman, he is responsible for the communication of relevant information between the board, its committees and the senior management team. He also advises the board, through the chairman, on all governance and regulatory compliance matters.
Should a director reasonably request independent professional advice to carry out their duties, such advice is made available at the Company’s expense.
board performance evaluation
All directors, including the chairman, receive a formal performance evaluation to which all other members of the board have the opportunity to contribute. The board’s 2010 performance evaluation was led by an external independent consultant. In 2011 the annual evaluations of the non executive directors, senior independent director and chief executive were led by the chairman and supported by the company secretary. In view of the announced change in the chairmanship of the Company, a formal evaluation of the chairman’s performance was not undertaken. The chief executive led the evaluation of the finance director. The chairmen of the respective committees reviewed the performance of their own committees.
The chairman met with the non executive directors during 2011 to discuss the evaluation of the board and succession plans.
|Achievement in 2011 of actions identified through the board performance evaluation in 2010|
|strategic planning||Focus on regular reporting to the board on the progress of strategic issues and actions|
|risk management||Enterprise risk management function provided regular updates to the board;
Finance director provided regular updates to the board on key risks and mitigation measures
|financial and non financial monitoring||New format of financial report;
Development and understanding of the Group’s balanced scorecard
|talent management and
|Chairman designate and non executive director appointed in accordance with succession plans;
Review of executive leadership team
|board development||Participation in board updates focusing on gender diversity in the boardroom, the UK Bribery Act and changes to the Takeover Code|
In 2011 each director completed a questionnaire scoring his or her response to statements focusing on the areas identified below and commenting more specifically as appropriate.
|board performance evaluation 2011|
|Board meetings and administration||Customers and suppliers|
|Talent management and succession
|Financial and non financial
The results of the 2011 board performance evaluation were presented to the board. The evaluation focused on the effectiveness of the board and its main committees.
The directors shared the view that, following this comprehensive review, the board and its committees continue to operate effectively. However, the board has agreed that during 2012 the following processes will be further developed and improved:
|process||2012 actions following 2011 evaluation|
|strategic planning||To further refine the strategic review process|
|risk management||To maintain a clear focus on risk anticipation, risk management and crisis management aligned to the challenges of the global economic climate|
|non financial monitoring||To progress non financial monitoring and reporting through the Group’s balanced scorecard|
|talent management and
|To continue to review and contribute towards succession planning, consideration of the talent pool and people development|
|board development||To further develop the way in which the board works together as a unit|
|customers and suppliers||To continue to develop knowledge of and focus on the Group’s customers and suppliers|
A full performance evaluation of the board and its committees will continue to be conducted annually and an independent external assessment will take place at least every three years as recommended by the Code.
election and re-election of directors
The Company’s articles of association require that any director appointed to the board since the date of the last annual general meeting (AGM) should be proposed for election at the first AGM after such appointment. Thereafter a director must be proposed for re-election at the third AGM following the AGM at which the director was last elected or re-elected. However, to promote good governance and in accordance with the Code, the board has recommended that all directors should submit themselves for election or re-election on an annual basis.
|directors in office as at the date of this report to be proposed for election or re-election at the AGM 2012|
|Stuart Chambers||non executive director and chairman designate|
|Graham Chipchase||chief executive|
|David Robbie||finance director|
|Noreen Doyle||non executive director|
|John Langston||non executive director|
|Wolfgang Meusburger||non executive director|
|Leo Oosterveer||non executive director|
|Jean-Pierre Rodier||non executive director|
Following a rigorous evaluation of the performance of each director and on the recommendation of the nomination committee the board is proposing that Stuart Chambers and Leo Oosterveer, who were appointed non executive directors since the date of the last AGM, stand for election and that the other directors named above stand for re-election at the AGM 2012.
The board considers that Stuart Chambers was independent on appointment as a non executive director and chairman designate. Stuart Chambers is being recommended for election as the board believes that he has an extensive breadth of business experience, especially within the business to business markets, and his global expertise will be of benefit to the board’s deliberations.
Leo Oosterveer is considered by the board to be independent. He is being recommended for election as the board believes that his global management experience and skills in marketing, sales and strategy development will be an asset to the Company.
Graham Chipchase is being recommended for re-election as the board believes his leadership and insight into the Group and its markets will help to develop Rexam and create shareholder value.
David Robbie is being recommended for re-election as the board believes his strong financial and corporate finance experience and his financial and strategic skills are important to the board and to the maintenance of tight financial controls.
Noreen Doyle, John Langston, Wolfgang Meusburger and Jean-Pierre Rodier are being recommended for re-election as, in the board’s view, they remain independent and, following their formal performance evaluation, the chairman of the board has confirmed that they continue to be effective and demonstrate their commitment to the board. A biography of each member of the board can be found in the directors and officers section.
During 2011 the audit and risk committee focused on a number of activities associated with and complementary to its core internal financial control responsibilities.
As well as reviewing the half year and full year results, the committee carried out a detailed assessment of the Group’s risk profile along with the process and management of the Group’s enterprise risk management function. It reviewed the effectiveness of the external auditors and the actions taken by internal audit following the independent review of its effectiveness in 2010.
audit and risk committee chairman
The board recognises its responsibility for ensuring the implementation and maintenance of effective systems of risk management and internal control, and presenting a balanced and understandable assessment of the Group’s position and prospects. The systems and controls in place include policies and procedures which provide reasonable assurance that transactions are recorded as necessary to facilitate the financial reporting process and the preparation of consolidated financial statements in accordance with International Financial Reporting Standards (IFRS). Representatives of the businesses are required to certify that their reported information gives a true and fair view of the state of affairs of the business and its results for the year. To discharge these duties and responsibilities the board works closely with the audit and risk committee.
After taking account of the detailed work of the audit and risk committee, the board confirms that it carried out a review of the effectiveness of the system of internal control which operated within the Group during 2011 and up to the date of this annual report in accordance with the requirements of the revised Turnbull Guidance on Internal Control published by the FRC. This review covered the effectiveness of all internal controls, namely financial, operational, compliance and risk management.
No significant failings or weaknesses were identified in the review for 2011. The board is satisfied that, where areas for improvement were identified, processes are in place to ensure that the necessary action is taken and that progress is monitored. The board will continue to carry out such reviews on an annual basis. Details of the specific actions taken during 2011 to review the control environment and continue to improve controls are set out in the table under risk management and internal control in this section.
the audit and risk committee
The committee members comprise independent non executive directors. John Langston is the chairman of the committee. As a qualified chartered accountant and former finance director he is well placed to provide the committee with the relevant financial experience to enable it to carry out its responsibilities.
|committee membership 2011||meetings 20111|
|John Langston (committee chairman)||4/4|
|Jean-Pierre Rodier (appointed 6 December 2011)2||–|
|Carl Symon (retired 23 November 2011)2||4/4|
The main responsibilities of the committee are to:
- oversee and review the financial and operational risks, policies and management;
- assist the board in meeting its responsibilities by ensuring an effective system of internal control and compliance and accurate external financial reporting;
- assist the board in managing the relationship with the Company’s external auditors, to review and monitor their independence, and in particular the provision of non audit services provided by them to the Group;
- keep under review the effectiveness of the process for the identification, assessment, mitigation, reporting and monitoring of risks facing the business; and
- approve the appointment of the director internal audit and review and approve the annual programme of internal audit assignments.
The committee meets at least four times a year. At the request of the committee chairman, the chairman of the board, the chief executive, the finance director, the group director enterprise risk, the director group finance, the director internal audit and the external auditors are invited to attend each meeting.
Should it be requested, the committee has access to independent expert advice at the Company’s expense. The performance and effectiveness of the committee are reviewed as part of the main performance evaluation of the board and all its committees.
financial and business reporting
The audit and risk committee shares responsibility with the board for reviewing in detail the annual report and half year results announcement, which provide a clear assessment of the performance and prospects of the Group through the business model, strategy and a review of strategic risks and financial and non financial performance. Also included in the annual report is the external auditors’ report to the members providing an independent view of the state of the Group’s affairs. The half year results announcement includes the external auditors’ review report to the Company.
Other published financial information is reviewed by the committee for statutory and regulatory compliance and is submitted to the board with a recommendation for approval.
risk management and internal control
The Group has well established risk management and internal control systems. While all elements of risk cannot be eliminated, the processes and systems aim to identify, assess, prioritise and, where possible, mitigate the Group’s risks. Although no system can provide absolute assurance against material misstatement or loss, the Group’s systems are designed to provide the board with reasonable assurance that assets are safeguarded, transactions are properly authorised and recorded and that material errors and irregularities are either prevented or detected within a timely period.
A separate enterprise risk function was established in 2010 led by a senior executive who is a member of the executive leadership team. The enterprise risk management function has brought an increased focus and emphasis on global risk management, providing leadership and co-ordination across the Group’s business and operational risk activities. Other responsibilities include health and safety, environment, fire and property protection, security, insurance, business continuity and crisis management.
There is an ongoing process for identifying, assessing, mitigating, reporting and monitoring the risks faced by the Group with a formal audit and risk process (known as the ARC process) led by the group director enterprise risk together with the finance director, the director internal audit and other senior management representatives. Meetings are held with businesses and functional managers who present their risk registers, enabling discussion of the risks identified, the management of those risks and the mitigation measures as well as the effectiveness of the systems of internal control. The process ensures that risks are not just the product of a bottom up approach but are also examined from a top down perspective and closely aligned with the Group’s strategy.
Through the risk council, chaired by the group director enterprise risk, and comprising representatives from each of the sectors and the director internal audit, improvements to the ARC process were made during 2011 with an increased focus on risk mitigation actions.
The results of the ARC process are reported to the audit and risk committee and provide an opportunity for the committee to discuss and analyse the risks reported. In addition to reviewing the risks, as presented by management, the committee also receives presentations from the Group’s businesses or functional managers to assess first hand the effectiveness of the process, and whether the risks identified are being managed successfully, and to challenge management on the mitigation measures in place. The committee then reports its conclusions to the board for review. Details of the key risks to which the Group is exposed and additional information on risk processes and management are included in the business review and can be found in the key risks section.
The framework which the board has established to provide effective internal control for both the Group and its associates and joint ventures is supported by the key areas set out in the table below.
|key areas of the internal control framework||activity in 2011|
|financial reporting||The Group has a comprehensive system for reporting financial results to the board. An annual budget and strategic review are prepared for each business and are consolidated for review by the board before being formally adopted. During the year, monthly management accounts, including cash flow and capital expenditure reporting, are prepared with a comparison against budget and prior year. Forecasts are revised in light of this comparison and are also reviewed by the board.||
Regular reviews took place to ensure businesses were performing in line with budget and strategy.
The chief executive and the finance director met regularly with operational management to ensure businesses were performing as expected and reporting in accordance with the Group's standards. Following those meetings the chief executive and the finance director reported back to the board. A new financial report format was introduced for the board.
|delegated authority||There are clearly defined lines of responsibility and levels of authority in operation throughout the Group, with specific matters reserved to the board. Businesses are decentralised with operating autonomy and financial responsibility delegated to corporate and local management to the extent that they have approval to operate within defined levels of authority and risk.||The Group authority levels and related financial limits, which include information on those matters that are specifically reserved for the board's consideration, were reviewed and updated.|
|procedures and controls||There are formal written Group financial procedures and controls in operation, including specific procedures for treasury matters, capital investment and the approval of significant contracts. Corporate and local management are required to complete bi-annual representation letters formally confirming that their businesses comply with the Group's financial reporting policies and other Group policies and procedures.||
Group authority levels were updated.
Improvements were made to access and security controls along with a detailed review of the consistency of the Group's computerised management systems and controls operating around the Group.
A Group control framework is being developed which will be rolled out across the Group in 2012 to ensure that controls are operated consistently and in line with best practice.
The online legal compliance training developed to ensure employees' familiarity and compliance with the Code of Conduct was further extended to include specific training on Financial Integrity, Combating Bribery in Business and Competition and Anti Trust Law, and was completed by all levels of senior management.
|internal audit||The internal audit function monitors financial and other risks faced throughout the Group and the control systems in operation to manage those risks. All significant internal audit findings are reported to the audit and risk committee.||
The annual internal audit plan was produced from an assessment of the risks following the ARC process reviews and was presented to the audit and risk committee for approval.
Meetings were held regularly between internal audit management and the finance director, together with business management, to review progress on implementing audit recommendations and to ensure any significant issues identified were addressed. Updates on performance were provided to the audit and risk committee by the director internal audit.
In 2011, following the independent effectiveness review of internal audit, the director internal audit presented to the audit and risk committee a road map for the internal audit function. This addressed the structure and the remit of internal audit to ensure it was focused and delivering the necessary assurance to the committee and management, and was operating in line with best practice.
|operational risk management||Operational risk management, part of the enterprise risk function, provides the leadership to develop and monitor processes which identify, assess and manage risks associated with health and safety, environment, business continuity and crisis management, fire and loss prevention, security and asset protection. Purpose built audit programmes allow for businesses to be evaluated against Rexam's and external best practice standards in these areas, and provide the basis for continuous improvement action plans. In addition, many Rexam businesses are accredited to external internationally recognised standards. The function also manages Rexam's global insurance programme. Periodic updates including any significant findings and issues are reported to the audit and risk committee.||
In line with the Rexam values a system of awards was introduced to recognise businesses receiving high scores based on the audits.
An enhanced global Environment, Health and Safety (EHS) audit approach was developed to provide the basis of challenge for a more sustainable and robust improvement of EHS management systems and performance at all sites. In addition we introduced a high standard fire safety and property protection audit supported and performed by AXA Matrix. Further details can be found in the key risks section of this annual report.
The internal audit function plans and undertakes audits of the businesses to ensure that the controls operating in the businesses conform with Group controls and procedures, and reviews the effectiveness of the risk management process.
The director internal audit provides regular updates to the audit and risk committee and reports on all significant audit findings. He also has separate meetings with the chairman of the audit and risk committee without any other member of management being present.
In 2011 the committee reviewed and approved the annual internal audit plan including the proposed audit approach, coverage and allocation of resources. It also reviewed the results of the audits undertaken, with particular emphasis on the recommendations made and management’s response to the matters raised. A change in the audit ratings used by internal audit in its reports to better evaluate the control environment was also approved.
The committee has primary responsibility for and advises the board on the appointment, reappointment and the remuneration of the Company’s external auditors. PricewaterhouseCoopers LLP (PwC) have been the Company’s external auditors since 2003 with the lead audit partner changing by rotation in 2008. During 2011, the committee reviewed the effectiveness of the external auditors and recommended to the board that a resolution to reappoint PwC be proposed at the AGM 2012. A further review of PwC’s effectiveness will be undertaken in 2012 following completion of the 2011 year end audit. The committee will continue to keep under review the independence and objectivity of the external auditors.
The external auditors attend all audit and risk committee meetings. The committee chairman also has separate meetings with the external auditors to discuss relevant matters.
The first meeting within the Group’s annual audit cycle is to consider the nature and scope of the audit and to consider any additional special reviews that may be necessary. Further meetings are held prior to the approval of the half year and full year results to consider, as relevant, the audit conclusions, the results of any special reviews undertaken, the business risks facing the Group and the reports from the ARC process meetings. The committee reports its findings on the audit process and on the wider aspects of internal control to the board.
Non audit services are provided by PwC to the Group only in accordance with Rexam’s policy on the provision of non audit services, which assesses the type of service to be provided and the associated fees. Any request for non audit services above a fee threshold of £25,000 is presented to the finance director for approval prior to commencement of the work. The finance director will, depending on the nature of and fee for the service, obtain the prior authorisation of the chairman of the audit and risk committee. This committee reviews the level of non audit fees to ensure that the provision of non audit services does not impair PwC’s independence or objectivity. Non audit fees in 2011 relate mainly to assurance reporting on historic financial information required for business disposals, assurance in relation to IT projects, including a new treasury system, and global tax advisory services. The fees for non audit services are disclosed in note 5 to the consolidated financial statements. Other audit firms were engaged to provide expatriate and specialist tax advisory services as well as to advise on disposal transactions.
PwC are prohibited from providing services to the Group that would be considered to jeopardise their independence, such as financial systems design and implementation, actuarial services, internal audit outsourcing services and investment services. The policy on non audit services has been reviewed during 2011 to ensure it is in line with best practice.
directors’ conflicts of interest
The board has a formal system in place for directors to review regularly their interests and to deal with situations where a director reports any conflicts of interest. Any conflict situation reported to the chairman and the company secretary is considered by the board based on its particular facts. Any authorisations given to a director who has a conflict situation are recorded in the board minutes and in a register of directors’ conflicts which is reviewed annually by the board. No conflict situations were reported to the board during 2011 and up to the date of this annual report.
code of conduct
A worldwide Code of Conduct, which applies to all the Company’s employees, has been approved by the board and provides a clear statement for the benefit of stakeholders involved with or impacted by Rexam’s activities. It is communicated through an induction process for new employees, as part of the team briefings in the Group’s businesses, and on the Group’s intranet and website. The board is kept informed regarding the maintenance of the Code of Conduct and any breaches of it. An online training system has been introduced to ensure all management are aware of their responsibilities and are in compliance with the Code of Conduct.
In addition, with the introduction of the UK Bribery Act, all policies and procedures relating to bribery and corruption were reviewed to ensure they are in line with best practice and that there are adequate procedures to prevent bribery or corruption taking place.
whistle blowing policy
Rexam has an open door policy on communication whereby employees are encouraged to share concerns, raise issues, provide ideas for improvement, with all levels of management in the business. It is recognised, however, that there will be times when an employee might be uncomfortable raising concerns directly with local management and, in such cases, communication with business and Group management is encouraged.
Rexam operates a whistle blowing policy which is supported by an external confidential telephone helpline, available to all employees for the raising of any concerns, including those of a financial nature. The Raise Your Concern policy is highlighted in team meetings to ensure the policy is understood and available to all employees.
The Raise Your Concern telephone helpline has been beneficial as an independent point of contact for employees where, if requested, the anonymity of the employee is maintained. During 2011 there were 41 concerns logged (2010: 45 concerns) raising matters, in the majority of cases, related to human resource issues and practices. All concerns reported are investigated at the earliest opportunity by the director internal audit, in conjunction with the company secretary and, if appropriate, by management of the respective business. The director internal audit provides an update on all calls received, and the actions taken to respond to and resolve them, to Group management and the audit and risk committee on a regular basis. Any significant concerns are reported directly to the chairman of the audit and risk committee as well as to Group management.
The committee reviews the whistle blowing policy and the Raise Your Concern process annually.
In 2011 an external benchmark review was undertaken of the nature and volume of calls received under Raise Your Concern to ensure that the process was working effectively and was comparable with the experience of other organisations. The nature of the calls logged was found to be broadly in line with benchmark data and the committee was satisfied that concerns are investigated thoroughly and that the callers receive appropriate responses through the helpline.
The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out in the business review. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are detailed in the financial review. In addition, notes 24, 25 and 26 to the consolidated financial statements include the Group’s objectives and policies for managing its capital, its financial risk management objectives, details of its financial instruments and hedging activities, and its exposures to credit risk and liquidity risk.
The Group has considerable financial resources together with established agreements with a number of key customers and suppliers across different geographic areas and markets. The financial resources include £2.6bn of debt facilities with the next significant maturities due in March 2013 (£0.5bn) and June 2013 (£0.5bn). The directors believe that the Group is well placed to manage its business despite the economic environment which increases risks and uncertainties.
The directors, having made appropriate enquiries, are satisfied that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the consolidated and Company financial statements.
remuneration policy for directors
The remuneration committee is responsible for making recommendations to the board on the Group’s remuneration policy and setting the remuneration levels and specific packages appropriate for the chairman and the executive directors taking into account the Group’s annual salary negotiations. The remuneration report is available in the governance section.
dialogue with shareholders
The board believes that it is a priority to communicate with shareholders and uses various methods to reach as many shareholders as possible. There are programmes for the chief executive, finance director and the head of investor relations to meet with the Company’s major institutional investors in the UK, the US and Europe. Presentations are made on the operating and financial performance of the Group, including corporate governance related matters, and the Group’s longer term strategy. The presentation slides shown to representatives of the investment community following the announcement of the half and full year results are available on the Company’s website, as is a live webcast of the related results presentation. Roadshows are held in the UK, the US and Europe following the announcement of the half and full year results. Where it is not possible to meet face to face, meetings are held by video or telephone conference.
The Company also hosts plant visits and annual seminars for institutional shareholders and representatives of the investment community. The seminars are webcast live and replays, together with presentation slides, are available online.
During 2011 investors were invited to attend a seminar in person or by telephone focusing on the global beverage can market. The seminar was well attended and investors commented that it had improved their understanding of the beverage can industry and its growth drivers, as well as Rexam’s position within the industry.
Institutional shareholders can request an opportunity to meet with any of the executive and non executive directors. The non executive directors have an opportunity to meet with shareholders at the AGM and may attend analyst presentations made by the chief executive and finance director. The board fully supports the principle of the Code which seeks to encourage more active interest and contribution from institutional shareholders.
The non executive directors are given regular updates as to the views of institutional shareholders. After the investor meetings held following the announcement of the half and full year results, a summary report on investor responses is prepared for the board, normally by the Company’s corporate brokers. The board also commissions an annual presentation of major investors’ views on Company management and performance, based on results of surveys and extensive interviews. This survey also helps to plan the investor relations programme for the following year.
annual general meeting
Communication with private shareholders is largely through the AGM, which is held at a central London location. The notice of the AGM is posted to shareholders with, if requested, the annual report and any related papers at least 20 working days before the date of the AGM to ensure that shareholders have sufficient time in which to consider the items of business to be voted upon. The majority of shareholders have elected to access the annual report and other shareholder documents online via the Rexam website rather than receiving a copy by post.
A presentation is made at the AGM to update shareholders on the Group’s activities. Shareholders are given the opportunity to ask questions of the board and the chairman of each board committee during the AGM and to meet all the directors informally at the AGM. Separate resolutions are proposed at the AGM on a poll for each item of business and shareholders are asked to vote ‘for’, ‘against’ or ‘vote withheld’ on each resolution. Votes are counted and an announcement confirming whether each resolution was passed at the AGM is made through the London Stock Exchange and can be viewed on the Rexam website, together with a summary of the number of votes cast in respect of each resolution.
Rexam’s ADR investors receive details of the AGM and are entitled to instruct the depositary, The Bank of New York Mellon, to vote on the resolutions to be proposed at the AGM.
Shareholders can ask questions of the Company at any time through the Rexam website or by contacting the company secretary’s department at the Company’s headquarters.