Code of Best Practice
The group has complied with the Code of Best Practice as recommended
by the Cadbury Committee (the Code) for the year ended 31st March 1998.
Role of the Non-Executive Directors
Johnson Matthey's non-executive directors play an important role in ensuring the maintenance of good Corporate Governance. The non-executive directors are kept fully informed of all major operational
and strategic issues and generally concern themselves with the proper running
of the company.
Both the Audit and the Management Development and Remuneration Committees
of the Board have been in existence for a number of years.
The Audit Committee consists of Johnson Matthey's non-executive directors
and is chaired by Hugh Jenkins. It assists the Board in ensuring that the
assets of the company are protected by sound systems of internal control
and that its financial reporting is accurate and timely and accords with
best professional practice.
The Management Development and Remuneration Committee also consists of
the non-executive directors and is chaired by Michael Miles.
Internal Controls
The directors have overall responsibility for the group's system of internal
financial control. Any system of internal control can, however, only provide
reasonable, but not absolute, assurance against material misstatement and
loss. The full Board meets regularly and there is a formal schedule of matters
which must be decided by the Board. Authority is delegated by the Board
through a structure of Board Committees, with specific authority limits.
