The boards of Reed Elsevier PLC, Reed Elsevier NV and Reed Elsevier Group plc are harmonised. All of the directors of Reed Elsevier Group plc are also members of the Boards of Directors of Reed Elsevier PLC and Reed Elsevier NV. Reed Elsevier NV may appoint two non-executive directors who are not appointed to the boards of either Reed Elsevier PLC or Reed Elsevier Group plc. The names, nationality and biographical details of each director can be found by clicking here .
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The boards of Reed Elsevier PLC, Reed Elsevier NV, Reed Elsevier Group plc and Elsevier Reed Finance BV each comprise a balance of executive and non-executive directors who bring a wide range of skills and experience to the deliberations of the boards. All non-executive directors are independent of management and are free from any business or other relationship which could materially interfere with the exercise of their independent judgement.
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Policy on Bilateral Shareholder Contact
Appointment to the Board
Reed Elsevier PLC and Reed Elsevier NV shareholders maintain their rights to appoint individuals to the respective boards, in accordance with the provisions of the Articles of Association of these companies. Subject to this, no individual may be appointed to the boards of Reed Elsevier PLC, Reed Elsevier NV or Reed Elsevier Group plc unless recommended by the joint Nominations Committee. Members of the Committee abstain when their own re-appointment is being considered.
As a general rule, letters of appointment in respect of non-executive directors of Reed Elsevier PLC and Reed Elsevier NV provide that individuals will serve for an initial term of three years, and are typically expected to serve two three-year terms, although the boards may invite an individual to serve for an additional period of three years.
The Articles of Association of Reed Elsevier PLC and Reed Elsevier NV provide that all directors should be subject to retirement at least every three years and are then able to make themselves available for re-election by shareholders at subsequent Annual General Meetings. Notwithstanding the provisions of the Articles of Association, it is the boards’ policy to comply with the recommendations contained in the UK Corporate Governance Code, and all directors will seek re-election by shareholders annually.
In accordance with the principles of good corporate governance, the following committees, all of which have written terms of reference, have been established by the respective board:
- Audit Committees: established for Reed Elsevier PLC, Reed Elsevier NV and Reed Elsevier Group plc.
- Remuneration Committee: Reed Elsevier Group plc has established this Committee, which is responsible for recommending to the boards the remuneration of the executive directors of Reed Elsevier Group plc, Reed Elsevier PLC and Reed Elsevier NV.
- Nominations Committee: jointly established by Reed Elsevier PLC and Reed Elsevier NV.
- Corporate Governance Committee: jointly established by Reed Elsevier PLC and Reed Elsevier NV.
The terms of reference for each of the committees can be accessed here and further description of the nature of each of the committees can be found in the annual report and the Reed Elsevier NV Corporate Governance Statement .