The numbers of Board and Board committee meetings held and attended by individual directors during the year were as follows:
| Board | Audit & Risk Committee |
Remuneration Committee |
Nomination Committee |
|
|---|---|---|---|---|
| Number of meetings held | 7 | 6 | 7 | 3 |
| Number of meetings attended | ||||
| Jon Aisbitt1 | 7 | 6 | 7 | 3 |
| Alison Carnwath | 7 | 5 | 7 | 2 |
| Peter Clarke2, 3 | 7 | – | 5 | 2 |
| Phillip Colebatch4 | 7 | 3 | 7 | 3 |
| Dugald Eadie5 | 7 | 6 | 3 | 3 |
| Kevin Hayes1, 3 | 7 | 6 | 4 | – |
| Ruud Hendriks6 | 5 | – | 5 | 2 |
| Frédéric Jolly6, 8 | 5 | 4 | 1 | 2 |
| Glen Moreno7 | 2 | 2 | 2 | 1 |
| Patrick O'Sullivan5 | 7 | 6 | 3 | 3 |
1 Jon Aisbitt and Kevin Hayes are not members of the Audit & Risk Committee and attend meetings by invitation.
2 Peter Clarke is not a member of the Nomination Committee but attends some meetings by invitation.
3 Peter Clarke and Kevin Hayes are not members of the Remuneration Committee but attend parts of meetings by invitation.
4 Phillip Colebatch ceased to be a member of the Audit and Risk Committee on 1 August 2009.
5 Dugald Eadie and Patrick O'Sullivan ceased to be members of the Remuneration Committee on 1 August 2009 but attended one subsequent meeting by invitation.
6 Ruud Hendriks and Frédéric Jolly were appointed to the Board on 1 August 2009.
7 Glen Moreno retired from the Board on 9 July 2009.
8 Frédéric Jolly attended one Remuneration Committee meeting by invitation although he is not a member of the Committee.
The Board receives a monthly written report from the Chief Executive on business performance, developments and outlook which is complemented at Board meetings by an oral update and the opportunity for broader discussion of sales, marketing and topical business issues. The Board receives similar regular reports from the Finance Director on the Company's financial performance, debt, loans to funds and liquidity position. Specific developments over which the Board had oversight during 2009/10 were the transition to the new multi-manager investment management process and the creation of the new enhanced managed account platform for institutional investment. The Board agreed certain changes to the definition of the business's risk appetite, reviewed the risk profile and assumptions built into the annual update of the Company's regulatory capital model and confirmed the approach to be adopted to stress and scenario testing. They were regularly briefed on the implications of the extensive regulatory debates and initiatives which developed during the year. They also received an update on the Company's IT strategy and infrastructure which provides essential operational support for the business.
The agenda for the December strategy session picked up themes and concerns identified by Board members in the course of the year and was firmly focussed on shaping the future profitable growth of the business. It included a review of the current business model, the consideration of routes to return and the optimum balance of return allocated to fund investors, employees and shareholders. The Board agreed a number of high level actions for execution during the year, several of which have been developed by management and are reported elsewhere in this document. They included:
Issues identified for specific Board focus included the review of the Company's capital strategy and future distribution policy. The Nomination Committee were charged with oversight of agreed management development and succession initiatives. The Remuneration Committee were mandated to conduct a major consultation with shareholders on the revisions to the executive director compensation strategy and share plans. In March, as part of the regular annual business planning cycle, the Board reviewed and approved the annual budget and three year plan prepared by management.
To leverage their knowledge and help optimise their contribution to the business, our new non-executive directors each received an extensive induction comprising an in depth introduction from the Chief Executive followed by a series of briefings from Management Committee members, heads of fund management, product structuring, sales and corporate management teams. They also received an overview of directors' duties and liabilities, the listed company and corporate governance framework and investor perceptions and expectations from the Company Secretary and Head of External Relations. As part of a continuing business familiarisation programme, the full Board received during the year a series of management presentations on private and institutional sales in different geographies and markets, on trends in product structuring and managed accounts, and on the operation and performance of AHL. The effectiveness of these sessions in terms of deepening directors' understanding of the business and their knowledge of management teams was confirmed by the findings of the 2010 Board evaluation.
