The Board is responsible to shareholders for the strategic direction, development and control of the Group. Ten regular Board meetings are planned for FY2017 with further ad hoc meetings as required. All the Directors have access to the advice and services of the Company Secretary and General Counsel and can gain access to external independent advice should they wish to do so.
To support the principles of good corporate governance, the Directors have formally established and constituted the following committees in order to carry out work on behalf of the Board: an audit committee; a remuneration committee; a nomination committee and an executive committee. The Company Secretary and General Counsel is secretary to all these committees.
(i) Audit Committee
The Audit Committee is chaired by Colin Rutherford and its other members are Imelda Walsh, Stewart Gilliland, Dave Coplin, Ron Robson and Eddie Irwin. The Committee normally meets at least four times a year. The committee assists the Board in observing its responsibility for ensuring that Mitchells & Butlers' financial systems provide accurate and up-to-date information on its financial position and that Mitchells & Butlers' published financial statements represent a true and fair reflection of this position. It also assists the Board in ensuring that appropriate accounting policies, internal financial controls, risk management and compliance procedures are in place. The auditors attend its meetings, as do the Finance Director and the Director of Group Assurance; the latter has direct access to the Chairman of the Company and to the Audit Committee. Audit Committee meetings are also attended, by invitation, by other members of the Board including the Chief Executive, Finance Director, Company Secretary & General Counsel, Group Risk Directors and the external auditors Deloitte LLP. Full details regarding the Committee, its role, matters considered by the Committee and its compliance with relevant governance provisions are available within the Audit Committee report 2016 (232kb).
(ii) Remuneration Committee
The Remuneration Committee is chaired by Imelda Walsh and its other members are Colin Rutherford, Stewart Gilliland, Bob Ivell, Ron Robson and Eddie Irwin. This Committee normally meets at least three times a year. The Group HR Director has direct access to the Committee. The Remuneration Committee advises the Board on overall remuneration policy. The Committee also determines, on behalf of the Board, and with the benefit of advice from external consultants and the Group HR Director and the Chief Executive, the remuneration packages of the Executive Directors and it reviews the Chairman's fees. The remuneration of the Non-Executive Directors is reviewed and determined by the Chairman and the Executive members of the Board. Full details regarding the work of this Committee are available within the Remuneration report 2016 (1.47mb).
(iii) Nomination Committee
The Nomination Committee is chaired by Bob Ivell and its other members are Colin Rutherford, Imelda Walsh, Stewart Gilliland, Ron Robson and Eddie Irwin. This committee is responsible for nominating, for the approval of the Board, candidates for appointment to the Board. It is also responsible for succession planning and reviewing the output of the Board effectiveness review. Full details are within the Corporate governance statement 2016 (276kb).
(iv) Market Disclosure Committee
The Market Disclosure Committee is chaired by Bob Ivell and its other members are Phil Urban, Tim Jones and Colin Rutherford. This committee is responsible for overseeing the disclosure of information by the Company to meet its obligations under the Market Abuse Regulation and the Financial Conduct Authority's Listing Rules and Disclosure Guidance and Transparency Rules. Full details are included in the Corporate Governance Statement of the 2016 Annual Report.
(v) Executive Committee
The Executive Committee, which is chaired by the Chief Executive, consists of the Executive Directors and certain other senior executives. It meets every four weeks and has everyday responsibility for the running of the Group's business. It develops the Group's strategy and annual revenue and capital budgets for Board approval. It reviews and recommends to the Board any significant investment proposals. The Committee monitors the financial and operational performance of the Group and allocates resources within the budgets agreed by the Board. It considers employment issues, ensures the Group has an appropriate pool of talent and develops senior management manpower planning and succession plans.
(vi) Property Committee
In October 2016 the Board established a Property Committee to review poperty transactions which have been reviewed and recommended by the Portfolio Development Committee, without the need for submission of transactions to the full Board. The Property Committee will agree to the overall strategic direction for the management of the Group's property portfolio on a half-yearly basis and may decide that a particular transaction should be referred to the Mitchells & Butlers plc Board for consideration or approval. The Property Committee comprises Bob Ivell (Committee Chair), Phil Urban, Tim Jones, Josh Levy, Keith Browne, Colin Rutherford, Stewart Gilliland and Gary John.