British American Tobacco - The Board

the board

The Board

Governance and guidance

The Board of British American Tobacco p.l.c. meets at least six times a year. It comprises the Chair, the Chief Executive, the Chief Financial Officer, one Senior Independent Director and seven Non-Executive Directors.


All Executive Directors on the Board have one-year rolling service agreements with the Company.

Luc Jobin has been Chair of the Board since April 2021. He has a term of appointment of one year only which is considered for renewal around the time of the Company’s Annual General Meeting ('AGM') each year unless terminated earlier by: (1) the Company giving three months’ notice or a discretionary compensation payment in lieu of notice; or (2) by him giving one month’s written notice, with the Company having discretion to make a compensation payment in lieu of such notice. The compensation payment is limited to any fees which are payable for such part of the relevant notice period as the Board does not require him as Chair of the Board to perform his duties.

The Non-Executive Directors do not have service contracts with the Company but instead have letters of appointment which are available for inspection at the Company’s registered office.

In accordance with the requirements of the UK Corporate Governance Code (the Code), all Non-Executive Directors have terms of appointment of one year only which are considered for renewal around the time of the Company’s AGM. Each Director is then subject to election or re-election by shareholders every year.

On termination, at any time, a Non-Executive Director is entitled to any accrued but unpaid Director’s fees but not to any other compensation.  No amounts due to a Non-Executive Director are subject to any recovery or withholding arrangements. Directors are expected to attend all scheduled board meetings unless urgent prior commitments, or unavoidable circumstances, prevent them from doing so.

The current fees structure for the Non-Executive Directors is shown below:

Base fee £104,800
Supplements
Senior Independent Director £ 43,150
Audit Committee Chair £ 43,150
Remuneration Committee Chair £ 43,150
Committee membership fees (not Chair)
Audit Committee £ 15,850
Nominations Committee £ 13,600
Remuneration Committee £ 15,850

All of the Non-Executive Directors on the Board are independent within the meaning of the Code.

Each Non-Executive Director’s date of appointment as a Director of the Company and date of most recent reappointment is shown below:

Non-Executive Director First appointment Most recent reappointment Length of service as at 2024 AGM
Kandy Anand 14 February 2022
24 April 2024
2yrs 2mths
Karen Guerra 14 September 2020
24 April 2024 3yrs 7mths
Holly Keller Koeppel 25 July 2017
24 April 2024 6yrs 9 mths
Murray S. Kessler 6 November 2023
24 April 2024 5mths
Véronique Laury 19 September 2022
24 April 2024 1yr 7mths
Serpil Timuray 4 December 2023
24 April 2024 4mths
Darrell Thomas 7 December 2020
24 April 2024 3yrs 4mths