Corporate Governance

Board Members

Corporate Governance

Eurotunnel follows best practice on corporate governance, adopting the highest standards in both the UK and France. The company conforms to the Combined Code of the Committee on Corporate Governance, and the main recommendations of the Viénot and Bouton Committees.

Joint Board

The Joint Board of Eurotunnel has four key responsibilities:

1. Determining overall strategy and policies
2. Approving budget and major investments
3. Monitoring performance against strategy and budget
4. Appointing the Chairman and the Chief Executive

The Joint Board is chaired by a non-Executive Chairman who is responsible for ensuring the effective functioning of the Joint Board and its relationship with the management. Day-to-day responsibility for the company's operations is delegated by the Board to the Chief Executive. The Joint Board comprises 11 directors - Chairman, Chief Executive, and 9 other non-executive directors who are independent, as defined by the UK Governance Code and the Bouton Corporate Report. Directors' terms of office are renewable every three years.

The Joint Board draws on a wide range of international industrial and commercial experience, with the background of each director reflecting Eurotunnel's priorities in the areas of finance, commerce, road and rail transport, tourism and marketing.

The Joint Board meets about eight times per year. In addition, there is also an annual Board strategy seminar, and the three main Board Committees (Safety, Audit and Remuneration) each meet four times per year. There is a formal process of performance evaluation of the Joint Board and its members, as recommended by both the Higgs and Bouton Reports. This evaluation is undertaken by the Chairman.

Board Committees

The Joint Board adopts a professional and independent approach with four committees composed of non-executive directors.

Audit Committee

Chairman: François Jaclot
Members: Michel Combes, Vivienne Cox, Keith Edelman, Philippe Lagayette

Responsible for ensuring the quality of the financial information supplied to shareholders, the supervision of internal financial controls, and to facilitate communication between the Joint Board and the internal and external auditors.

Remumeration Committee

Chairman: Roy Chapman
Members: Yves Déjou, Keith Edelman, Philippe Lagayette, Charles Petruccelli

Responsible for examining the Group's policies with regard to senior executives' remuneration and for recommending to the Joint Board proposals concerning the remuneration of the Chairman, the Chief Executive and senior executives.

Nomination Committee

Chairman: Charles Mackay Members: Roy Chapman, Yves Déjou, Keith Edelman, Philippe Lagayette, Charles Petruccelli

Responsible for the nomination of new directors of the Joint Board, for subsequent ratification by shareholders at the AGM.

Safety, Security & Environment Committee

Chairman: Chris Green Members: Michel Combes, Vivienne Cox, Yves Déjou, Charles Petruccelli

Charged with keeping under review all matters concerning the company's compliance with the safe and secure operation of the Tunnel transport system, including matters that may have an impact on the environment.

Working groups

Members of the Joint Board also sit on ad hoc working groups which have been established to provide specific advice to management for example on financial projects and strategy in both the passenger and truck markets.

Attendance at 2003 Board Meetings

The Joint Board met on eight occasions during 2003 with an average attendance of 90%.

Further information can be found in the Joint Board's Statement on Corporate Governance and the Report of the Board on Remuneration of Directors in the full 2003 Annual Accounts.