Corporate governance overview
An introduction to corporate governance at Coca‑Cola HBC from Anastassis G David, Chairman of the Board
We adhere to the highest corporate governance practices and standards to deliver the best results for our stakeholders.
The importance of corporate governance for the Company
The Board is committed to meeting the highest standards of corporate governance. Operating in widely differing countries, in three continents, in various economic and regulatory environments, we have long recognised that strong governance and effective leadership are of critical importance to the Group in order to achieve our strategic goals. Our commitment to best practices in corporate governance plays a key role in managing our risks and opportunities and maintaining the trust of our stakeholders. Recognising the value of effective corporate governance, we have regularly monitored and adopted best practices since the Group was formed.
The principal corporate governance rules applying to the Company (a Swiss corporation listed on the London Stock Exchange (LSE) with a secondary listing on the Athens Exchange) and our compliance with such rules, are described in detail in the section in our 2015 Integrated Annual Report entitled 'Application of Corporate Governance Codes and the UK City code on takeovers and mergers'.
Key focus areas of the Board for 2015
The Board’s principal focus during the year continued to be on the execution of our strategy, our strategic alignment with The Coca‑Cola Company, the development of our talent, the composition and effectiveness of the Board and the management of risks related to the external environment in our markets. This includes risks associated with currency volatility, geopolitical instability and negative macroeconomic indicators. We have a comprehensive process for the identification and management of risks, and our strategic priorities are clear and have been communicated to all levels within the Group.
In 2015, we appointed Mrs Olusola (Sola) David-Borha and Mrs Alexandra Papalexopoulou as new independent non‑Executive Directors following the retirement from the Board of Mrs Susan Kilsby and Mr Christos Ioannou. Between them, Sola and Alexandra bring a wealth of relevant financial, operational and international experience to the Board. They also significantly enhance the diversity of the Board. The Board has concluded that Sola and Alexandra are independent in character and judgement and that they meet the independence criteria for purposes of the UK Corporate Governance Code.
In line with our commitment to adhere to best corporate governance practices, a Board effectiveness evaluation was conducted during the second half of 2015. We have also organised an external Board evaluation for 2016. Further details are set out in the Nomination Committee report in our 2015 Integrated Annual Report.
We will continue to keep the composition and size of the Board under review. We believe that our Board is well balanced and diverse, with the right mix of international skills, experience, independence and knowledge. Under Swiss law and our Articles of Association, the Company’s Board of Directors is subject to re-election by our shareholders on an annual basis, with members being proposed by the Board’s Nomination Committee, which since June 2015 has been composed of independent Directors.
We understand the importance of the Board’s role in establishing the ‘tone from the top’ of the Company in terms of its culture and values, and our Directors lead by example as ambassadors of our values in order to cascade good behaviour throughout the organisation.
The Board is committed to recruiting Directors from different backgrounds with diverse skills, personalities and experience. We have made progress in terms of gender diversity at Board level with the appointments of Sola David-Borha and Alexandra Papalexopoulou. We also continue to make good progress in improving the diversity of the Company’s senior management. I remain confident that our performance on gender diversity will continue its upward trajectory and that selection processes will scrupulously adhere to our nomination policies on diversity while evaluating credentials necessary for the continued growth of our operations within a highly competitive and specialised industry.
Further details of our approach to governance and our key achievements this year are described within our corporate governance report in our 2015 Integrated Annual Report.