3
• Specific proposals for capital expenditure and acquisitions • Update of management’s activities including a detailed insight of operations, challenges, issues and accomplishments • Standard items and action items arising from previous meetings. In addition, based on a predetermined schedule, the Board: • Reviews and approves the company objectives and strategies, business plan and budgets including the annual profit targets and capital investment programmes • Approves the annual and half-yearly financial statements, including the Annual Report to shareholders and public announcements • Considers and, if appropriate, declares or recommends the payment of dividends • Reviews directors’ remuneration following approval from shareholders • Reviews the CEO’s performance and remuneration • Approves remuneration policies and practices including at-risk incentive schemes for management on the recommendation of the Remuneration Committee • Approves risk assessment policies and controls, including insurance cover and compliance with legal and regulatory requirements, on the recommendation of the Risk, Audit and Finance committee • Review the adherence to, and public disclosure of, the new Information Disclosure regime • Review the strategy and proposals for the reset of aeronautical charges • Reviews CIAL’s code of conduct and ethical standards • Sets the following year’s Board work plan. The Board periodically critically evaluates its own performance, its processes and procedures to ensure that they are not unduly complex and that they assist the Board in effectively fulfilling its role and performing its duties. The Board and Committees and each director have the right to seek independent professional advice at CIAL’s expense to assist them to carry out their responsibilities. The Board and Committees have the authority to secure the attendance at meetings of advisers with relevant experience and expertise. Board and Committee Meeting attendance
Original appointment
Current Term expires
Total number of meetings held D. Mackenzie P. Carter C. Drayton G. Gould C. Paulsen* J. Murray
August 2008 March 2005 September 2009 November 2009 October 2010 June 2011
October 2014 October 2014 October 2012 October 2012 October 2013 April 2014
Board meetings
Risk, Audit & Finance Committee meetings
Remuneration Committee Meetings
Property Committee meetings
Aeronautical Committee Meetings
10
9
3
4
6
10
9
3
4
6
10
-
2
4
-
9
9
-
4
-
9
1
3
3
6
5
-
-
3
10
9
-
-
6
* Chris Paulsen stood down from the Board on 24 February 2012 due to the occurrence of a potential conflict of interest. Following the resolution of any conflict of interest, Chris re-joined the Board on 20 June 2012.
ANNUAL REPORT 2012 | FINANCIAL STATEMENTS