You are here: About Us » Corporate Governance

Corporate Governance

Invensys is committed to the highest standards of corporate governance. The Corporate Governance section in the current Annual Report describes how the Company has applied the principles and complied with the provisions of the Combined Code on Corporate Governance issued by the Financial Reporting Council in 2006 (“the Combined Code”).

The Board

The Board is chaired by Sir Nigel Rudd, who was appointed non-executive chairman in July 2009. In addition to the Chairman, the Board comprises two executive directors and five non-executive directors.

Board Independence

The Board meets the Combined Code requirement that at least half of the Board, excluding the Chairman, should be independent non-executive directors. The Board considers that all of the non-executive directors are independent for Combined Code purposes.

Division of Responsibilities

There is a clear division of responsibilities between the Chairman and the Chief Executive. The Chairman is responsible for leadership of the Board and for ensuring its effectiveness. The Chief Executive is responsible for executing the strategy approved by the Board and leadership of the Group.

Board Committees

The Board delegates specific authorities to its Nominating Committee, Audit Committee and Remuneration Committee.

Nominating Committee
The Nominating Committee’s responsibilities include making recommendations to the Board for the appointment and retirement of directors, reviewing the performance of directors and reviewing the composition and size of the Board and its committees.
Audit Committee
The Audit Committee’s responsibilities include monitoring the integrity of the Group’s financial statements and reviewing significant financial reporting issues and accounting policies, reviewing the Group’s risk management and making recommendations to the Board on the appointment and terms of engagement of external auditors.
Remuneration Committee
The Remuneration Committee’s responsibilities include establishing and reviewing the ongoing appropriateness of the Group’s remuneration policies and approving and reviewing the design of any performance-related long-term incentive schemes operated by the Company.

Major documents associated with Invensys' corporate governance practices are:

Principles and Compliance with the Combined Code

Combined Code - Principles & Compliance

Terms of Reference for the Board Committees

* Please note – These pages are taken from our current Annual Report

Articles of Association

Memorandum & Articles of Association