Executive SummaryThe Group Executive Committee (GEC), under the chairmanship of the Chief Executive, contains the Executive Directors of BG Group, together with the Non-executives. The GEC’s most important authority is the everyday running of the Group’s processes, contained by the established confines laid down by the Board. The GEC is in charge of keeping an eye on strategic risk, functioning organization of the Group as well as health, safety, security and environment (HSSE) strategy. The GEC has moreover assumed the main performance management tasks of the Group, formerly entrusted to the Group Performance Committee that was split up at some point in 2012.
In addition, the GEC has established sub-committees focusing on particular facets of the Group’s business to help in efficient running of its activities. The UK Listing Rules specify that listed companies have got to incorporate in their yearly report a declaration of whether the company has acted in accordance with all the applicable requirements of the UK Corporate Governance Code (the Governance Code). In September 2012, the Financial Reporting Council (FRC) availed a new edition of the Governance Code (the New Code).
The New Code applies to BG Group from 1 January 2013. While reporting in line with the Governance Code in relation to 2012, BG Group is dedicated to work in unity with the premier principles of corporate governance and has by now put into practice and conformed to all the provisions of the New Code. This report is projected to help out with the assessment of the Group’s conformity in the 2012 financial year in addition to providing an in depth review of BG Group’s Corporate Governance Structure. IntroductionCorporate Governance is the set of procedures, guidelines and regulations that influence the manner in which a company is managed.
The UK Corporate Governance Code (previously the combined code) sets out the values of high-quality practice to be applied by companies listed in equity markets in the United Kingdom (UK). The code outlines wide-ranging values as well as more detailed provisions which the listed companies have to comply with. A new edition of the code was unveiled in September 2012 an came to effect as of 1 October 2012.This report details BG Group’s Corporate Governance Structure in accordance with the UK Corporate Governance Code.
It is intended that the report will serve company shareholders along with other interested parties to fully understand and evaluate how the Group is governed. The report has five main sections in accordance with the UK Corporate Governance Code; Leadership, Effectiveness, Accountability, Remuneration as well as Relations with Shareholders. At the end there is a Concluding and Recommendations section. LeadershipRole of the BoardBG Group’s Board is accountable to shareholders as regards the creation as well as deliverance of sustainable shareholder value in the course of managing the Group’s businesses in reference to the governance structure.
The governance structure constitutes three parts; organisation and structure, internal control that includes risk management, and independent assurance. BG Group’s organisation and structure are intended to create way for effectual and proficient resolution creation plus to meet up corporate governance good practice. The Board has passed on power to its Committees on particular matters as set out on paper terms of reference for each. These terms of reference were revitalized in 2012 in accordance to the developing most excellent practice and elevated standards of corporate governance, and will at the moment be re-evaluated every twelve months.