In accordance with the principles of good corporate governance, the following committees have been established by the respective boards and operate to written terms of reference which are available for you to read on this site.
Audit Committees
Reed Elsevier PLC, Reed Elsevier NV and Reed Elsevier Group plc have established Audit Committees. The committees are chaired by Lord Sharman, supported by David Reid and Lisa Hook. All these directors are independent non-executives.
Corporate Governance Committee
Reed Elsevier PLC and Reed Elsevier NV have established a joint Corporate Governance Committee, which comprises only non-executive directors, all of whom are independent. The committee is chaired by Jan Hommen, supported by Dien de Boer-Kruyt, Mark Elliott, Lisa Hook, Robert Polet, David Reid and Lord Sharman.
The committee has two main tasks: to review developments in corporate governance and make sure that we work to the accepted standards of best practice; and to recommend the structure and operation of the other board committees, to set the criteria for board membership in a way that guarantees the independence of board members.
Nominations Committee
Reed Elsevier PLC and Reed Elsevier NV have established a joint Nominations Committee, which provides a formal and transparent procedure for the appointment of new directors to the boards.
A majority of the members of this committee are non-executive directors and it is chaired by Jan Hommen. The other members are Sir Crispin Davis, Chief Executive Officer, Mark Elliott, David Reid, and Lord Sharman.
We believe it is appropriate that our Chief Executive sits on this committee since he can bring a useful perspective in nominating new candidates for the boards, people who will have the right skills to work as part of a team with the other executive and non-executive directors.
Working with the Chairman of the Reed Elsevier Group plc Remuneration Committee and external consultants, the committee also has a role in advising on proposed fees for new directors.
Remuneration Committee
Reed Elsevier Group plc has established a Remuneration Committee which comprises only independent non-executive directors. The committee is chaired by Mark Elliott, supported by Jan Hommen, Lisa Hook and Robert Polet.
The committee typically meets three times a year to recommend the remuneration of executive directors of Reed Elsevier Group plc, and to advise on remuneration for senior executives below board level. It also makes recommendations to the boards of Reed Elsevier PLC and Reed Elsevier NV regarding the remuneration of the executive directors of these companies.