The Board and its committees

The Board’s primary role is to provide leadership, develop a long term strategy for the Edwards group (“Group”), maintain control over Edwards’ assets, establish high ethical standards of behaviour and robust corporate governance and risk management practices and procedures. The Board monitors the performance of management to ensure strategy, policies and procedures adopted are in the interests of shareholders and meet the needs of customers, employees, suppliers and local communities where Edwards operates.

The Board is collectively accountable for good corporate governance and all directors are responsible for complying with their legal and financial obligations.

There are well documented procedures and controls, including a schedule of matters that require the Board’s specific approval, the terms of reference, membership and functions of the committees of the Board, as well as the roles of Chairman, Chief Executive Officer and Chief Financial Officer.

For each scheduled board meeting, the Chairman and the Company Secretary ensure that, during the week before the meeting, the directors receive a copy of the agenda, Group financial and operating information and papers to fully appraise them of the Group’s performance and any other matter referred to them for consideration.  In months where there are no scheduled board meetings, directors receive the Group business, financial and operating information from the prior month.

The Company Secretary gives guidance on board procedures, regulatory compliance and corporate governance and is responsible for ensuring compliance with Board procedures including taking minutes of meetings and recording actions required.  Under the direction of the Chairman, they are responsible for communication of relevant information between the Board, the Executive Management Board (“EMB”) and senior management.

There were fourteen board meetings in 2011.  The Directors visited Edwards’ operations globally throughout the year to ensure that their technical skills and familiarity with the Group’s operations are kept current.

Members of the Board

Members of the Board are:

Nick Rose: Non-Executive Chairman
Matthew Taylor: Chief Executive Officer
David Smith: Chief Financial Officer
Jim Gentilcore: Non-Executive Director
Greg Brenneman: Director
John Lewis: Director
Sir Kevin Smith: Director
Sarah Larkins: Company Secretary

 

The roles of the Chairman and Chief Executive Officer are separated. The Chairman is primarily responsible for the workings of the Board. The Chief Executive Officer is responsible for running the business and implementing Board strategy and policy.  There is one non-executive director,  Jim Gentilcore, who was appointed as non-executive director in January 2008. The Company’s global insurance programme is reviewed annually and appropriate insurance cover has been obtained to protect the directors and officers in the event of a claim bring brought against them in their capacity as directors or officers of the Company.

Board committees
In addition to regular board meetings the Company operates through various Board Committees.

Audit committee

Membership:
 

John Lewis (Chairman)
Nick Rose

 

The Chief Financial Officer, the Head of Internal Audit and the company’s external auditors normally attend meetings.

The main terms of reference of the Audit and Risk Committee are that it has delegated authority from the Board to apply an effective system of internal control and compliance and accurate external financial reporting, fulfilling its legal obligations in that respect, and for managing the relationships with the Company’s external auditors.  Price Waterhouse Coopers LLP are currently the Company’s external auditors. At least once a year the Head of Internal Audit and Price Waterhouse Coopers meet the Committee without any executive director being present.

The Committee met twice in 2011.

Remuneration committee

Membership:
 

Greg Brenneman (Chairman)
Nick Rose
Jim Gentilcore
John Lewis

The Chief Executive Officer and the Global HR Business Partner normally attend meetings.

The main terms of this Committee are the responsibility delegated from the Board to determine the Company’s remuneration policy. In addition, it recommends to the Board remuneration of the Company’s executive directors and senior executives reporting to the Chief Executive Officer, it approves any grants of shares or cash under the Company’s schemes, any changes to existing schemes and the introduction of any new schemes.

The Committee met four times in 2011.