Remuneration.

money paid for work or a service.

Remuneration Committee.

 consist of non-executive directors (independent of mgt)

 must consider advantage of initial director contract

CONTRACT

Board and shareholders.

 must be informed of non-executive directors remuneration and its members (Articles of

Association)
 board must report to shareholders every remuneration (annual report and accounts)
 establish Audit Committee w/ 3 directors

Duties of Audit Committee.

 keeping under review audit's

 scope & results
 cost effectiveness
 independence
 objectivity of auditors
 supply substantial volume of non-audit services
 keep nature and extent of services under review (to balance maintenance objectivity and value
for money)
Chairman of the Board. arrange the ff to answer the questions @ (AGM) Annual General Meeting

 Chairman of Audit
 Remuneration
 Nomination Committees

Companies arrange:

 Notice of AGM & related papers to be sent to shareholders at least (20 working days) before the
meeting
 count proxy votes - except poll is called

Directors explain their responsibility on:

 preparing accounts (statement of reporting responsibilities)

 at least annually conduct effectiveness review of internal control and risk management

Ian Cadbury

* pioneer in raising the awareness and stimulating the debate on corporate governance

* member of the Cadbury family (chocolate conglomerate that it founded.

Richard Greenbury

 English businessman, and chairman and chief executive of the British retailer Marks and Spencer
from 1988 to 1999.
 followed in the tradition of the Cadbury Report