Meet Me eting ing 30 May y 2018 Healthi hier er Li Lives, - - PowerPoint PPT Presentation
RB RB Bo Boar ard & Sh d & Shar arehold holder er Meet Me eting ing 30 May y 2018 Healthi hier er Li Lives, s, Happi pier r Home mes Ch Chris S ris Sin inclair clair Ch Chair r of of the the Boa oard rd Ch
30 May y 2018
Healthi hier er Li Lives, s, Happi pier r Home mes
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Wi With you here e today
Introduction 3
Chris Sinclair
Chair of the Board Chair of the Nomination Committee
André Lacroix
Senior Independent Director Chair of the Audit Committee
Pam Kirby
Chair of the CRSEC Committee
Mary Harris
Chair of the Remuneration Committee
Also with us here e today
Introduction 4
Agenda da
Board & Nominati nation n Commit ittee
1 2 3 4 5
Q&A Refreshme hments nts
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Audit it Committee ee Remune nerat ation n Commit ittee Corporate e Responsi nsibil bilit ity, y, Sustainab nabil ility, y, Ethics & Compli liance ance Commit ittee ee (CRSECC)
5
Investor priorities
Our areas as of focus s are the same as yours rs
Strategic overview and Board priorities 6
Board priorities
execution of RB 2.0
Board and Management
As laid out by The Investor Forum
RB 2. B 2.0 our platfor form m for growt wth h & o
erfor forma mance nce
RB 2.0 – The rationale and progress to date 7
“We will create te a cleaner er world by bringing our innovative solutions to a billion homes” “We will change the world by makin ing g people healthie hier and liv ive better ter by nourishing the best start in life and empowering people to take health into their own hands”
Health Hygiene ne Home Innovative solutions for healthier lives and happier homes
Five key board d priorit
ies
To strengthen overall governance & performance
Organic growth and the successful execution of RB 2.0 Future inorganic opportunities Governance and Risk Management Bench strength and succession: Board and Management Delivering on the MJN acquisition
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Our values es guide our action
Strategic overview and Board priorities 9
Our values s are a se set of prin incipl iples es and commitments. mitments. Each h is is vit ital. Each depends on the others.
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Chairm rman an successio ession n – timeline ine
The Chairman succession process 11
June 2013
G Mackay
Summer 2013
Board evaluation highlights Chair Succession issue
Feb 2015
and M. Harris join Board
Nov 2014
joins Board
July 2014
join Board
May 2016
and D Tough retire from Board
Sept 2017
Announcement of
as incoming Chair
Sept 2013
Succession process and criteria agreed; Egon Zehnder engaged
Introd
uctio ion n to th the Audit t Commit ittee tee
12 The work of the Audit Committee
Members
André Lacroix (chair) Pamela Kirby Warren Tucker Andrew Bonfield (from 1 July 2018)
Scope includes
Five meetings per year
The purpose of the Committee is to maintain the integrity of our financial reporting, monitor the robustness of internal controls and oversee risk management processes.
Audit Commit ittee tee
The work of the Audit Committee 13
Over and above ve the s standar ard agenda, a, th the Co Commit itte tee cov
d th the fol
ing ’ad hoc’ topics: s: The Audit Committee ee takes a syste temic ic approa
ch guided by a a standard d agenda da covering: ing:
Governance Constitution Financial reporting External Auditor Internal Auditor Ad-hoc topics Ad-hoc agenda 2017
Lead the external audit tender process and appoint KMPG as auditors from 2018 Mead Johnson Nutrition (MJN) acquisition accounting and funding The integration of MJN into the RB business South Korea and Indivior legal provisioning Taxation matters Risk Assessment independent review Project Gemini set-up
Audit Commit ittee tee – Standar dard d agenda da
The work of the Audit Committee 14
Governance Review company’s statement of internal control & risk management Review of group risk assessment process Review management representation letter to external auditors Review whistle-blowing activity Review of whistle-blowing policy Review fraud, bribery and corruption activity Constitution Committee Chair to agree agenda, attendees, minutes and report to the Board Review audit committee’s terms of reference Oversee any assessment of audit committee effectiveness Audit committee Chair report for the annual report and accounts Committee professional updating (incl. FRC activity) Financial reporting Key financial reporting issues for year-end Review of the accounting & treasury policies Review and recommend approval of financial statements External Auditor
Assess criteria for reappointment, retendering and rotation Discuss factors that could affect audit quality Approve terms of engagement Conclude on audit quality delivery and assess external auditor effectiveness Conduct assessment of external auditor independence and ethics Conduct review of non-audit fees policy Review audit and non-audit fees & consider safeguards to independence Review audit strategy and scope of work. Explore the risks to audit quality Review external audit findings through Audit Committee report Discuss appropriateness of accounting policies and judgment areas Discuss external auditor view on control environment Conduct private dialogue with external auditor
Internal Auditor
Review internal audit plan Consider the internal auditor’s access to the Chairman Review internal audit findings Consider responsiveness of management to internal audit findings Oversee an assessment of internal auditor effectiveness Conduct private dialogue with internal auditor Review internal auditor Independence
Audit Commit ittee tee – 2018 18 priori
ties
The work of the Audit Committee 15
RB priorities
Organic c growth, , successf sful l execution
Mead Johnson
ition n (MJN) Future inorganic ic opportuni nities es (esp. in Health) Bench strength and succession ion: : Board and Management Govern rnance and Risk Management
Ad-hoc agenda items
Standard agenda items
Financial l report rtin ing External nal audit Internal nal audit Govern rnance & Constitu itution ion
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Introd
uctio ion n to th the Remune nerat ration ion Commit ittee tee
17 The work of the Remuneration Committee
Members
Mary Harris (Chair) Nicandro Durante Chris Sinclair
The Committee’s purpose is ensure that Remuneration Policy and practices reward fairly and responsibly, are linked to corporate and individual performance, and take account
Scope includes:
remuneration strategy
executives
members of the Executive Committee set, review and approve remuneration, including annual bonuses and long-term incentives
Number of meetings 2017
RB’s remuneration objectives
The work of the Remuneration Committee 18
RB’s values RB’s virtuous earnings model RB’s remuneration philosophy
Four key objectives
High propor
ion n of long-term erm variabl ble e pay
1
Attra ract ct and retain in the best global l talent
2
Signific icant share ownersh ship ip policy cy
3
Ensure simplicity icity and transpare rency
4
CEO Remune nerat ration ion – Looking g forwar ward
Proposals for the new Remuneration Policy 19
Under Review
ion of second perform rmance e measure for LTIPs – in addition
ction ion of a holding period post vestin ing on LTIPs to 5 years (3 year vestin ing +2 holding)
Notes
RB’s remuneration objectives
The work of the Remuneration Committee 20
RB’s values RB’s virtuous earnings model RB’s remuneration philosophy
Ch Chair of th the Co e Corporate te Res espons nsibil bility, ity, Su Sust staina inabil bility ity, , Et Ethi hics s and nd Co Comp mpli liance nce (C (CRSE SEC) C) Co Comm mmitte tee
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Introd
uctio ion n to C CRSECC ECC
22 The Corporate Responsibility, Sustainability, Ethics and Compliance Committee
Members
Pam Kirby (Chair) Nicandro Durante Chris Sinclair The purpose of the Committee is to provide Board
compliance and to ensure that we conduct business responsibly.
Esta tabl blish ished July ly 2016 16 Board of Directors
Compliance Management Committee (CMC)
CEO
Ethics Management Committee (EMC) Corporate Affairs & Sustainability
Corporate Responsibility, Sustainability, Ethics and Compliance (CRSEC)
Safety, Quality & Regulatory Compliance Legal
Number of meetings 2017
Complian iance ce Ma Managem emen ent t Commit ittee tee
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The purpose of the Management Committee is to assist the Board and the Executive Committee in upholding the Company's compliance obligations and culture.
The Corporate Responsibility, Sustainability, Ethics and Compliance Committee
Members rs
Chief Executive Officer Chief Financial Officer General Counsel Chief Human Resources Officer Chief Supply Officer Chief Information Officer SVP Corporate Comms, Ext. Affairs & Sustainability Group Head of Audit Chief Ethics & Compliance Officer (Legal) SVP Corporate Finance EVP Supply, Hygiene Home SVP R&D, Health SVP R&D, Hygiene Home
It provides Group level oversight of:
for SQRC and Sustainability
Ethics cs Ma Manageme ment nt Commit ittee tee
24 The Corporate Responsibility, Sustainability, Ethics and Compliance Committee
Members rs
Chief Executive Officer President Hygiene Home Chief Financial Officer General Counsel Chief Ethics & Compliance Officer (Legal) Chief Human Resources Officer Group Head of Audit
Scope includes:
both BUs
disciplinary actions
compliance programme or specific issues
The purpose of the EMC is to assist the Board in upholding the Company's values of honesty, integrity and respect and provide oversight of RB’s compliance programme evolution.
Safety, Quality & Compliance
✓ Chemical usage system launched ✓ Change control system launched ✓ Product Life Cycle Management system build complete ✓ 7000+ safety reviews completed ✓ 15 Global Quality Standards deployed ✓ 11 Employee Health & Safety Standards deployed ✓ 400 Quality, Safety, Environment and Human Rights Audits completed
Signifi ificant cant progre ress ss in embeddi dding ng new ways of workin ing g
The Corporate Responsibility, Sustainability, Ethics and Compliance Committee
Compliance Management Committee Ethics Management Committee Policies
✓ New Marketing of Breast Milk Substitutes Policy launched ✓ All positions & policies across MJN/RB
✓ GDPR fundamentals in place – adopted global approach ✓ Code of Business Conduct – refreshed
Sustainability Society
✓ Health & Hygiene Behaviour Change – 568 million people reached ✓ FTSE4Good, DJSI assessments underway (June/Sept)
Environment
✓ Zero Waste to landfill 100% ✓ Factory, water waste & energy reductions on track ✓ Life cycle carbon & water goals a stretch
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CRSEC EC priori
ties es
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2018 priorities
sumer mer safet ety y and creating a consumer experience that builds confidence and trust
uct safety ty and nd compl mplia iance nce
stain inabil bilit ity y obje jective tives s and chart progress against our targets
lture e of responsi nsibil ility ity The Corporate Responsibility, Sustainability, Ethics and Compliance Committee
RB 2.0
mentu tum m and nd focus s on deli livering vering the safety, quality and compliance agenda committed to by management
er governa vernance nce and nd oversig ersight ht of SQRC and Legal Compliance in each business unit
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In summary ary
We have a plan of action and a sense of urgency Board priorities
Organic growth and the successful execution of RB 2.0 Future inorganic opportunities Governance and Risk Management Bench strength and succession: Board and Management Delivering on the MJN acquisition
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