RB RB Bo Boar ard & Sh d & Shar arehold holder er Meet Me eting ing 30 May y 2018 Healthi hier er Li Lives, s, Happi pier r Home mes
Ch Chris S ris Sin inclair clair Ch Chair r of of the the Boa oard rd Ch Chair r of of the the No Nomi mina nation tion Co Comm mmitte ttee 2
Introduction Wi With you here e today Chris Sinclair André Lacroix Mary Harris Pam Kirby Chair of the Board Senior Independent Chair of the Chair of the Chair of the Nomination Director Remuneration Committee CRSEC Committee Committee Chair of the Audit Committee 3
Introduction Also with us here e today • Rupert Bondy, General Counsel • Miguel Veiga-Pestana, SVP Sustainability & Corporate Affairs • Richard Joyce, SVP Investor Relations • Zephanie Jordan, Chief Safety, Quality & Regulatory Compliance Officer • Patty O’Hayer , Director of External Relations & Government Affairs • Jonathan Timmis, SVP Corporate Controller • Victoria Wood, Director of Sustainability • Simon Barron, Group Head of Reward 4
Agenda da 1 Board & Nominati nation n Commit ittee 2 Audit it Committee ee 3 Remune nerat ation n Commit ittee Corporate e Responsi nsibil bilit ity, y, Sustainab nabil ility, y, Ethics & Compli liance ance Commit ittee ee (CRSECC) 4 5 Q&A Refreshme hments nts 6 5
Strategic overview and Board priorities Our areas as of focus s are the same as yours rs Investor priorities Board priorities As laid out by The Investor Forum • Organic growth and the successful execution of RB 2.0 • Delivering on the MJN acquisition • Future inorganic opportunities • Bench strength and succession: Board and Management • Governance and Risk Management 6
RB 2.0 – The rationale and progress to date RB 2. B 2.0 our platfor form m for growt wth h & o outper erfor forma mance nce Health Hygiene ne Home “We will change the world by makin ing g people healthie hier and “We will create te a cleaner er world liv ive better ter by nourishing the by bringing our innovative best start in life and solutions to a billion homes” empowering people to take health into their own hands” Innovative solutions for healthier lives and happier homes 7
Five key board d priorit orities ies To strengthen overall governance & performance Organic growth and the successful execution of RB 2.0 Delivering on the MJN acquisition Future inorganic opportunities Bench strength and succession: Board and Management Governance and Risk Management 8
Strategic overview and Board priorities Our values es guide our action ons Our values s are a se set of prin incipl iples es and commitments. mitments. Each h is is vit ital. Each depends on the others. 9
An André dré Lacroi Lacroix Sen enior ior Indep epend endent ent Di Dire recto tor r Ch Chair r of of the the Au Audit it Co Comm mmitt ittee ee 10
The Chairman succession process Chairm rman an successio ession n – timeline ine June Summer Sept July Nov Feb May Sept 2013 2013 2013 2014 2014 2015 2016 2017 A. Lacroix becomes SID Succession process D. Tough S. Shim, J. Bindra on retirement of and criteria agreed; joins Board and D Tough G Mackay Egon Zehnder retire from Board engaged Board evaluation S. Shim and C. Sinclair, P. Kirby Announcement of highlights Chair J. Bindra and M. Harris C. Sinclair Succession issue join Board join Board as incoming Chair 11
The work of the Audit Committee Introd oduct uctio ion n to th the Audit t Commit ittee tee The purpose of the Committee is to maintain the integrity of our financial reporting, monitor Members the robustness of internal controls and oversee risk management processes. André Lacroix (chair) Pamela Kirby Warren Tucker Scope includes Andrew Bonfield (from 1 July 2018) • Financial reporting • Narrative reporting • Risk management and internal controls • Internal audit Five meetings per year • External audit 12
The work of the Audit Committee Audit Commit ittee tee The Audit Committee ee takes a Over and above ve the s standar ard agenda, a, syste temic ic approa oach ch guided by the Co th Commit itte tee cov overed d th the fol ollow owing ing ’ad a a standard d agenda da covering: ing: hoc’ topics: s: Ad-hoc agenda 2017 Governance Lead the external audit tender process and appoint KMPG as auditors from 2018 Constitution Mead Johnson Nutrition (MJN) acquisition Financial reporting accounting and funding The integration of MJN into the RB business External Auditor South Korea and Indivior legal provisioning Internal Auditor Taxation matters Ad-hoc topics Project Gemini set-up Risk Assessment independent review 13
The work of the Audit Committee Audit Commit ittee tee – Standar dard d agenda da External Auditor Governance Review company’s statement of internal control & risk management Assess criteria for reappointment, retendering and rotation Discuss factors that could affect audit quality Review of group risk assessment process Approve terms of engagement Review management representation letter to external auditors Conclude on audit quality delivery and assess external auditor effectiveness Review whistle-blowing activity Conduct assessment of external auditor independence and ethics Review of whistle-blowing policy Conduct review of non-audit fees policy Review fraud, bribery and corruption activity Review audit and non-audit fees & consider safeguards to independence Review audit strategy and scope of work. Explore the risks to audit quality Constitution Review external audit findings through Audit Committee report Discuss appropriateness of accounting policies and judgment areas Committee Chair to agree agenda, attendees, minutes and report to the Board Discuss external auditor view on control environment Review audit committee’s terms of reference Conduct private dialogue with external auditor Oversee any assessment of audit committee effectiveness Audit committee Chair report for the annual report and accounts Internal Auditor Review internal audit plan Committee professional updating (incl. FRC activity) Consider the internal auditor’s access to the Chairman Review internal audit findings Financial reporting Consider responsiveness of management to internal audit findings Key financial reporting issues for year-end Oversee an assessment of internal auditor effectiveness Review of the accounting & treasury policies Conduct private dialogue with internal auditor Review and recommend approval of financial statements Review internal auditor Independence 14
The work of the Audit Committee Audit Commit ittee tee – 2018 18 priori orities ties RB priorities Standard agenda items Ad-hoc agenda items Organic c growth, , successf sful l execution on • Gemini • Legal & Tax of RB 2.0 Financial l report rtin ing • MJN Mead Johnson on Nutritio ition n (MJN) • Risk & Control External nal audit Future inorganic ic opportuni nities es (esp. • Funding review • Due diligence in Health) Bench strength and succession ion: : • Auditor Internal nal audit • Talent plans Board and Management • Risk mapping Govern rnance and Risk Management Govern rnance & Constitu itution ion • Compliance review 15
Mar Mary Ha y Harris rris Ch Chair r of of the the Re Remu muner erati ation on Co Comm mmitte ttee 16
The work of the Remuneration Committee Introd oduct uctio ion n to th the Remune nerat ration ion Commit ittee tee The Committee’s purpose is ensure that Remuneration Policy and practices reward fairly and responsibly, are linked to corporate and individual performance, and take account Members of the generally accepted principles of good governance. Mary Harris (Chair) Scope includes: Nicandro Durante • Set and regularly review the Company’s overall Chris Sinclair remuneration strategy • Determine the general Remuneration Policy for senior executives • In respect of the Chairman, the Executive Directors and members of the Executive Committee set, review and approve remuneration, including annual bonuses and Number of meetings 2017 long-term incentives 17
The work of the Remuneration Committee RB’s remuneration objectives RB’s values RB’s virtuous earnings model RB’s remuneration philosophy Four key objectives 1 3 High propor ortio ion n of long-term erm variabl ble e pay Signific icant share ownersh ship ip policy cy • Drive out-performance and shareholder value • Align the interests of management and shareholders • Stretching performance targets • Pay for performance philosophy 2 4 Attra ract ct and retain in the best global l talent Ensure simplicity icity and transpare rency • Engage highly performance driven individuals • Simplicity and transparency for both management and shareholders • Reflect global competitive practice across our industry peer group • Alignment across the business of metrics and ownership 18
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