Board Committees

The Board has established 4 standing committees, the Executive Committee, the Audit Committee, the Remuneration Committee and the Nominations Committee. During the year the terms of reference for all the committees were reviewed and updated in line with best practice and approved by the Board. Terms of reference for the Audit, Remuneration and Nomination committees are available on our corporate website. Any Director who did not attend a meeting presented his apologies and provided his views to the Chairman ahead of the meeting having reviewed the reports and management information.

Executive Committee

The Board delegates management of the business to the Executive Committee, which is led by the Group Chief Executive. In addition to the Directors identified in the attendance table, The Executive Committee also includes Mr N Richardson, Executive Director Wilson Bowden Developments, Mr P Law, Group Communications Director, Mrs J Mee, Group HR Director and Mr S Cunningham Group Sales and Marketing Director. The Executive Committees principal responsibilities include:

implementing all operational policy and strategy across the Group;
the preparation and development of the Group Three Year Plan, Annual Business Plan and Budget to achieve the Group’s objectives as determined by the Board;
monitoring the performance of the Group with particular emphasis on performance as measured against the Strategic Plan, Annual Business Plan and Annual Budgets, and other relevant key performance indicators;
monitoring all monthly financial and other management reports;
approving schemes, projects and contracts in accordance with authority delegated by the Board;
the management of proper systems of internal control and the identification of material risk to the business;
determining the senior management and staff structures of the organisation, terms and conditions of employment and remuneration and reward policies;
taking all necessary action to ensure that day to day Group business operations are effectively managed and controlled.

The Audit Committee

All members of the Audit Committee are wholly independent Non-Executive Directors in accordance with Code provision C.3.1. The Board is satisfied that at least one member of the Committee has recent and relevant financial experience.

The Committee invites the Group Chief Executive, the Group Finance Director and other members of senior management and senior representatives of the external auditors to attend meetings as required.

Under its terms of reference the Audit Committees principal responsibilities are

monitoring the integrity of the Group’s financial statements and any formal announcements relating to the Group’s performance, and reviewing and challenging where necessary the consistency of, and changes to, accounting policy.
monitoring the effectiveness, independence and objectivity of the external auditor and the effectiveness of the external audit process and for making recommendations to the Board in relation to the appointment, re-appointment and remuneration of the external auditor.
monitoring the Group’s financial management and reporting systems and for assessing the integrity and effectiveness of its accounting procedures, system of internal control and the process for identifying and monitoring the risks facing the Group.
reviewing and monitoring the effectiveness of the internal audit function, the annual internal audit plan and all reports produced by the internal auditor and management’s responsiveness to the findings and recommendations of the internal auditor.

As well as carrying out the work associated with the annual financial reporting cycle the Audit Committee completed significant areas of work during the year ended 30th June 2007 including further development of risk management systems and the external review of internal control systems as a consequence of the new Group structure following the acquisition of Wilson Bowden.

The Company’s Auditor, PricewaterhouseCoopers LLP, provided non-audit related services during the year ended 30th June 2007 related to the acquisition of Wilson Bowden. Auditor objectivity and independence was maintained by the provision of non audit related services from a separate office under the supervision of a separate Partner from that providing audit related services.

Remuneration Committee

Following the amendments to the Combined Code published in 2006, the Chairman of the Board, being considered independent on appointment as Chairman, was appointed a member of the Remuneration Committee.

All members of the Committee are considered by the Company to be wholly independent in accordance with Code provision B.2.1. The Remuneration Committee’s principal responsibilities include:-

determining and reviewing Executive remuneration policy, including the terms and conditions of employment for Executive Directors and their individual remuneration packages;
approving the rules of and the basis of participation in Group share option, long-term performance plans and cash based bonus incentive schemes and the specific awards, grants and payments made under any such schemes;
determining and reviewing the overall remuneration policy of the Group
agreeing severance arrangements for Directors on early termination of contract.

During the year ended 30th June 2007 the Remuneration Committee reviewed the remuneration structure for divisional directors and integration of remuneration policy following the acquisition of Wilson Bowden.

Nominations Committee

The Nomination Committee’s principal responsibilities include;

regularly reviewing the structure, size and composition required of the Board and succession planning for Directors and senior executives
identifying and nominating candidates to fill Board vacancies and evaluating the role and capabilities required for a particular appointment.
reviewing the performance of the Board.

During the year ended 30th June 2007 the Committee reviewed the performance of Executive and Non-Executive Directors and completed a review of succession plans for the Board.

The Letters of appointment of Non-Executive Directors are available for inspection by any person at the Company’s registered office during normal office hours and at the annual general meeting for 15 minutes prior to the meeting and during the meeting.

© Barratt Developments PLC 2008 All rights reserved
Barratt Developments PLC (Company Number 00604574), a company registered in England whose registered office is at Barratt House, Cartwright Way, Forest Business Park, Bardon Hill, Coalville, Leicestershire, LE67 1UF