In order to comply with schedule C of the UK Combined Code on Corporate Governance, Diageo must make the following information available:
- Summary of Non-Executive Directors' terms and conditions of appointment
- Terms of reference of the Audit, Nomination and Remuneration Committees
- Statement on independent remuneration consultants' connections with Diageo
Summary of Non-Executive Directors' terms and conditions of appointment
||Commencement date of initial letter of appointment||Expiration of current letter of appointment|
|Lord Davies||September 2010||AGM 2019|
|Ho KwonPing||October 2012||AGM 2021|
|Susan Kilsby||April 2018||AGM 2021|
|NS Mendelsohn||September 2014||AGM 2020|
|AJH Stewart||September 2014||AGM 2020|
Summary of terms
Appointments are for an initial period of three years and are terminable by the company or the director without notice or compensation. The appointments are renewable by mutual agreement. Going forward, the term of the Letters of Appointment will be set so as to match the period for which directors are elected by shareholders.
There are no other service agreements or material contracts, existing or proposed, between the company and the directors. There are no arrangements or understandings between any director or executive officer and any other person pursuant to which any director or executive officer was selected to serve. There are no family relationships between the directors.
Further information on directors' share interests can be found in the Directors' Remuneration Report for the financial year ended 30 June 2019.
Statement on independent remuneration consultants' connections with Diageo plc
Information on the company's remuneration consultants can be found in the Directors' Remuneration Report.
New York Stock Exchange (NYSE) corporate governance rules
Under applicable SEC rules and the NYSE’s corporate governance rules for listed companies, Diageo must disclose any significant ways in which its corporate governance practices differ from those followed by US companies under NYSE listing standards.
Diageo believes the following to be the significant areas in which there are differences between its corporate governance practices and NYSE corporate governance rules applicable to US companies.