The Board and its Committees

2016 Board and Committee meeting attendance

 

Board1

Audit and Risk Committee

Nominations Committee

Remuneration Committee2

1

There were five scheduled Board meetings held during the year and one additional Board meeting to discuss corporate activity.

2

There were four scheduled Remuneration Committee meetings held during the year and two additional Committee meetings to discuss the Directors’ remuneration policy.

3

Andrew Beeson retired from the Board on 4 April 2016.

4

Ashley Almanza stepped down from the Board at the 2016 AGM.

5

Nichola Pease was unable to attend one Audit and Risk Committee meeting and one Remuneration committee meeting due to prior commitments. Bruno Schroder was unable to attend three Board meetings due to illness.

Andrew Beeson3

1(1)

 

1(1)

 

Michael Dobson

6(6)

 

3(3)

 

Executive Directors

 

 

 

 

Peter Harrison

6(6)

 

 

 

Richard Keers

6(6)

 

 

 

Philip Mallinckrodt

6(6)

 

 

 

Massimo Tosato

6(6)

 

 

 

Non-executive Directors

 

 

 

 

Ashley Almanza4

1(1)

1(1)

1(1)

 

Robin Buchanan

6(6)

5(5)

4(4)

6(6)

Rhian Davies

6(6)

5(5)

4(4)

 

Philip Howard

6(6)

5(5)

4(4)

6(6)

Nichola Pease5

6(6)

4(5)

4(4)

5(6)

Bruno Schroder5

3(6)

 

4(4)

 

Compliance with the 2014 UK Corporate Governance Code (Code)

Throughout 2016, the Company has applied the main principles of the Code and complied with its provisions with the exception of the following:

A.3.1 – Michael Dobson was not independent on appointment as Chairman on 4 April 2016. When deciding on his appointment, the Board recognised that the Code states that the Chairman should on appointment meet the independence criteria set out in the Code and that ordinarily the Chief Executive should not go on to be the Chairman. In accordance with the Code and as explained in the 2015 Annual Report and Accounts, the Chairman, Senior Independent Director and the Company Secretary consulted with major shareholders and considered the provisions of the Code prior to the Board making its decision.

B.1.2 – From 1 January 2016 to 31 December 2016, the Board did not include a sufficient number of independent non-executive Directors.

Executive and non-executive Director succession planning has been a long-term priority for the Board for some time. It was anticipated that with the appointment of Peter Harrison as Group Chief Executive and Michael Dobson as Chairman we would have had the requisite number of independent non-executive Directors as required under the Code. However, with the departure of Ashley Almanza at the 2016 AGM this was no longer the case. As set out in the Nominations Committee report, the appointment of Ian King and Rakhi Goss-Custard means the Board is now compliant with this requirement.

Copies of the Code can be obtained from the FRC’s website at www.frc.org.uk.

The Board and its Committees

The Board has collective responsibility for the management, direction and performance of the Company. The Board is accountable to shareholders for the creation and delivery of strong, sustainable financial performance and long-term shareholder value. It is authorised to manage the business of the Company in accordance with the Company’s Articles of Association, which may only be amended by special resolution of shareholders except where the Articles specify otherwise. Some decisions can only be taken by the Board, including in respect of the Group’s overall strategy, significant new business activities and the strategy for the management of the Group’s investment capital. These are contained in the Schedule of Matters Reserved to the Board. Under the Company’s Articles of Association all Directors have the right to convene Board meetings.

The Board has delegated specific responsibilities to Board committees, notably the Audit and Risk Committee, the Remuneration Committee and the Nominations Committee. At the discretion of the Board or relevant Committee, senior management are invited to attend meetings and make presentations on developments and results in their areas of the business. Membership of the Committees is detailed in each Committee report. The Schedule of Matters Reserved to the Board and each of the Committee’s terms of reference can be found on the Company’s website. These are reviewed periodically to support the Directors in discharging their responsibilities.

The diagram in chapter Governance framework illustrates the Board and Committee structure including how authority is delegated from the Board to specific areas and how independent oversight is organised.

There is also a Chairman’s Committee whose membership is comprised of the non-executive Directors. The Chairman’s Committee is not a Committee of the Board and serves as an informal forum for the discussion of such matters as the Chairman considers appropriate. This includes the annual evaluation of the Group Chief Executive, the review of the Group Chief Executive’s plan for management succession and the evaluation of the performance of the Board and its Committees. The Chairman’s Committee met three times during the year.

The Board believes that it operates most effectively with an appropriate balance of executive Directors, independent non-executive Directors and Directors who have a connection with the Company’s principal shareholder group. No individual or group of individuals is in a position to dominate the Board’s decision making.

Each Director brings different skills, experience and knowledge to the Company, with the non-executive Directors bringing additional independent thought, judgement and challenge. Our Board comprises 11 Directors, made up of the Chairman, two executive Directors, six independent non-executive Directors and two non-executive Directors not deemed to be independent. Biographies of each of the Directors are set out in chapter Board of Directors and Company Secretary.

We currently have three female Directors on the Board. The Board has adopted a revised diversity policy and this is set out in the Nominations Committee report.