UK & US Governance
Listed foreign private issuers must disclose
any significant ways in which their corporate governance practices
differ from those followed by domestic companies under NYSE listing
standards. Tomkins, a company registered in England and Wales and
listed on the London Stock Exchange, makes this disclosure in
compliance with the New York Stock Exchange requirement
303A.11.
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Compensation of the Chief Executive Officer
Under 303A.05(b), the compensation committee must have a written
charter that addresses the committee's purpose and
responsibilities…………..which, inter
alia, has responsibility to
“(A) review and approve corporate goals and objectives
relevant to CEO compensation, evaluate the CEO's performance in
light of those goals and objectives, and, either as a committee or
together with the other independent directors (as directed by the
board), determine and approve the CEO's compensation level based on
this evaluation;”
The Remuneration Committee of Tomkins, has been delegated by the
Board the authority to “…review and determine the
total individual remuneration packages of each executive Director
…….. for approval by the Board.”
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Re-appointment of independent external auditors
The Company’s practice, in accordance with the UK Companies
Act and new Combined Code in relation to the appointment and
termination of the external auditor, is that a recommendation is
made by the Audit Committee to the Board, which will then make a
recommendation to shareholders in general meeting. This differs
from the procedure in the US, where the external auditor is
accountable to the Audit Committee, which has the authority to
appoint or dismiss the external auditors without reference to
shareholders.
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Corporate governance guidelines
It is not the practice of Tomkins that the Nomination Committee be
responsible for developing corporate governance principles, this
being a matter for the entire Tomkins Board. This is a common
approach amongst UK listed companies. The evaluation of the Board,
its Committees and Directors, is overseen by the Senior Independent
Director.
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