The Chairman's review referred to 2009/10 as a period of transition from the financial crisis of the previous years coupled with widespread analysis and debate on the governance failings which had contributed to it. Against this background of regulatory review and reform, we have continued to strengthen and broaden the skill set and operation of our Board and to develop the way it governs the business and delivers value for shareholders. This report outlines the work of the Board during the year and describes how it applies the principles of the Combined Code to achieve our objective of becoming a leader in risk management, governance and sustainability.
The Board comprises the Chairman, the Chief Executive, the Finance Director and six non-executive directors, biographical details of whom are given here. The non-executive directors, all of whom are considered by the Board to be independent, collectively bring several lifetimes' experience of senior roles in financial institutions to their stewardship of the Company's business. Their bank of knowledge and expertise was broadened and refreshed mid way through the year by the appointment of two new directors, Ruud Hendriks and Fred Jolly, who bring extensive client development, investment management and entrepreneurial skills to the team. The Chairman seeks to leverage the know how and range of outlooks of all the non-executives by fostering a climate of relaxed debate and challenge in the boardroom. This is built on his challenging but supportive relationship with the Chief Executive which sets the tone for Board interaction and discussions.
In July last year Alison Carnwath succeeded Glen Moreno as Senior Independent Director. Alison is now in her tenth year of service as a director and is a highly valued contributor to the Board. She combines an in depth knowledge of the business and the key members of its executive team with intellectual rigour, an individual viewpoint and a challenging approach to management. She seeks clarification and amplification of issues and direct access to staff and advisers where required. Serving on all the key Board Committees, she has a good understanding of the workings and dynamics of the Board and is well placed to undertake the Senior Independent Director role of intermediary between members and adviser to the Chairman as well as providing an alternative channel of communication with shareholders. The Board has no doubt as to the continuing independence and robustness of Alison's judgement and recommends her reappointment as a non-executive director to shareholders for a further year.
Until August 2009, all non-executive directors served on all three principal Board Committees. With the appointment of two new non-executive directors, the Board was able to restructure and refresh its Committee memberships. The Audit and Risk and Remuneration Committees now have differentiated and clearly focussed memberships. However, it was considered appropriate for all non-executives to continue to be members of the Nomination Committee. Most Board Committee meetings are scheduled around Board meetings in such a way that Committee chairmen can give a full and timely report to their colleagues on Committee debate and decision making and bring to the Board's attention any issues of note or concern. Non-executive directors regularly receive all Committee papers for information, irrespective of membership. Reports on the work of the Audit and Risk and Nomination Committees during the year are given here. A separate report on the work of the Remuneration Committee and its policy and practice on executive director compensation and service contracts can be found here. The terms of reference of all three Board Committees are given on our corporate website www.Man Groupplc.com.
It is vital that the key roles of a board in determining a company's direction, monitoring its performance, overseeing risk and discharging responsibilities to stakeholders are clearly defined and understood. To reinforce and clarify its responsibilities for strategy development, governance and control within the business, the Board reviewed in the course of the year the specific matters reserved for its decision and those it wished to delegate to the Chief Executive. This review underlined in particular the need for Board approval of any acquisitions, new ventures or other business proposals which had the potential to breach the Board's approved risk appetite or which extended materially beyond the Company's current business mandate. Extensive supporting work on the development of the Chief Executive's onward delegations to management groups and individuals was completed later in the year and the revised framework for this has also been endorsed by the Board.
The Board held seven main meetings during the year, of which one was a three day visit to our business in Hong Kong and another was a one and a half day strategy session.
The Board's practice is to hold one meeting per year at the Company's offices in Pfaffikon in Switzerland and at least one other at another overseas location. Hong Kong was selected for the September 2009 visit in view of the strategic importance of Man's Asia business which currently accounts for over 40% of our total funds under management. The Board's programme included business overview and outlook updates from the Hong Kong, Japan, Taiwan and Australia regional teams, a presentation on investment management perspectives in Asia as a whole and the opportunity for non-executives to meet informally with local and visiting management.
Full details of the number of Board and Board Committee meetings held during the year and attendance by individual directors are given in the table on the following page.
