Roles, responsibilities and duties within the Board – at a glance summary
The Board operates within a corporate governance framework designed to support the achievement of long-term sustainable success of the business. This governance framework consists of the Board which has reserved matters to its own judgement and delegated responsibilities to its committees and management. The schedule of matters reserved for the Board has been reviewed and updated during the year and is available here. It includes matters relating to strategy and management, structure and capital, financial reporting and controls, risk management and internal controls, contracts, board membership and delegation of authority, acquisitions and risk management. An overview of the main duties, roles and responsibilities of the Board and the Statement of the Responsibilities of the Chairman, Chief Executive and Senior Independent Director are also available below.
Procedures are maintained by the Board whereby potential conflicts of interests are reviewed regularly and upon appointment to the Board or prior to taking on an external appointment. Following a refresh of these procedures in 2019 and subsequent review in 2020 they continue to be appropriate and effective and have therefore been re-approved. The operation of these procedures mean that the Board may be reasonably assured that any potential situation where a Director may have a direct or indirect interest which may conflict, or may possibly conflict, with the interests of the Company will be identified and, where appropriate, dealt with in accordance with the Companies Act 2006 and the Company’s Articles of Association.
Directors holding significant commitments outside of the Company are required to disclose them prior to appointment and on an ongoing basis where there are any changes. Actual and potential conflicts of interest are included on a register which is maintained by the Company Secretary and reviewed annually. Under the Company’s Articles of Association, the Board has authority to authorise potential conflicts of interest and to impose any limits or conditions it sees fit. In addition, the Board has delegated approval of new appointments where no conflict exists to a committee of two Directors, or where a potential conflict could exist, this is referred to the Nomination Committee for consideration.
During the year two Non-Executive Directors have accepted additional outside commitments. In line with Board policy, for each additional role, approval was requested in advance of accepting the position. In considering each request, the Director’s other commitments were taken into account, in addition to whether or not a conflict or potential conflict would exist. In each case during the year, it was agreed that no potential conflict existed and that the Director would continue to be willing and able to dedicate sufficient time to their role with the Company. The new roles were subsequently approved. The Board does not consider that any of its Directors are over-boarded.
The Board is responsible for providing strategic and entrepreneurial leadership of the business and promoting its long-term sustainable success. This is achieved within a framework of strong governance and effective controls enabling opportunities and risks to be assessed and managed appropriately. In doing so, the Board aims to generate value for shareholders while contributing positively to the wider society. In addition, the Board sets the Company’s strategic objectives; ensures that the necessary financial and human resources are in place for the Company to meet its objectives; and reviews management performance.
The Board takes decisions on strategy and in relation to items set out in the written schedule of matters reserved for its deliberation. Various operational matters and decisions have been delegated to Board or management committees. The Company has long-established Board, Audit, Nomination and Remuneration Committees which oversee and debate important issues of policy and assist the Board in attending to its responsibilities. Terms of reference for each Committee have been reviewed and updated during the year and are available here.
The Board consists of the Non-Executive Chairman, two Executive Directors and the Non-Executive Directors (one of whom is the Senior Independent Director). As such at least half the Board, excluding the Chairman, is made up of Non-Executive Directors in accordance with the Code. The Chairman was considered independent upon appointment. The Executive Directors are responsible for the implementation of the decisions of the Board. The Non-Executive Directors are responsible for evaluating and challenging management’s proposals and their mix of skills and experience bring a broader perspective to the Board’s dialogue and decision-making process.
The Board undertook a review of the size and balance of the Board and whilst the balance achieved between Executive and Non-Executive Directors was considered appropriate and in compliance with the Code during the year, it was agreed that a further Non-Executive Director would be appointed during 2021 to strengthen oversight of the Company’s strategic and corporate aims and broaden the skills and experience on the Board. The Directors as a whole bring strong judgement to the Board’s deliberations and increasing the size of the Board from six to seven during 2021 will further support the effective control and direction of the business going forward. It is not anticipated that increasing the size of the Board will have any impact on board balance or that any one individual or small group of individuals will dominate the Board’s decision-making. The Nomination Committee will keep this under review.
The Company recognises the importance of its Non-Executive Directors remaining independent of executive management in character and judgement in order for them to effectively support and challenge management’s proposals. The Board has considered the independence of the three Non-Executive Directors and, taking into account the Board’s review of the Conflict of Interests register, consider that all remain independent in character and judgement and free from any business or other relationship that could materially interfere with the exercise of independent and objective judgement. None of the circumstances outlined in the Code that may impair, or could appear to impair, independence apply in the case of any Non-Executive Director. Philip Lawrence was considered independent upon appointment to the Board in 2015 and continued to be so upon taking up his role as Non-Executive Chairman. The Senior Independent Director is available to shareholders if they have concerns which are not resolved through the normal channels of the Chairman, Chief Executive or Chief Financial Officer, or for which such contact is inappropriate.
The Non-Executive Chairman and Non-Executive Directors do not participate in any bonus, share option or pension scheme of the Company nor are they subject to minimum shareholding requirements. They are initially appointed for a three-year term and, subject to review and re-election by shareholders, can serve up to a maximum of three such terms. In line with the Code, all Board members stand for re-election by shareholders and will do so at the 2021 AGM.
All Directors share collective responsibility for the activities of the Board; the long-term success of the business and its impact on stakeholders and the wider society. The Board roles are constructed to ensure a clear distinction between leadership of the Board and the executive leadership of the business. Specific Board roles are outlined below:
|Chief Executive Steve Wilson||
|Chief Financial Officer Chris Payne||
|Senior Independent Director Keith Edelman||
In addition to his role as Non-Executive Director:
|Independent Non-Executive Directors
Amanda Aldridge Alison Littley
The Company Secretary provides support to the members of the Board:
The Board met ten times during the year to discuss the latest operating and financial information, key strategic items and other topics requiring discussion or decision. Board papers are issued where possible, five working days prior to each meeting to allow adequate consideration of the matters to be discussed. The Board’s meeting agenda is structured to ensure sufficient time is given to each item under consideration. The Chairman holds meetings of the Non-Executive Directors without the Executive Directors being present on the day of each board meeting. The Non-Executive Directors have also met without the Chairman or the Executive Directors present, led by the Senior Independent Director.
A record of Directors’ attendance at scheduled Board meetings held during the year is set out below.
|Directors||Role||Meetings attended||Eligible to attend|
|Phillip Lawrence||Non-Executive Chairman||10||10|
|Steve Wilson||Chief Executive||10||10|
|Chris Payne||Chief Financial Officer||10||10|
|Keith Edelman||Senior Independent Director||10||10|
|Amanda Aldridge||Independent Non-Executive Director||10||10|
|Alison Littley||Independent Non-Executive Director||10||10|
In addition to the pre-scheduled meetings above, the Board held a further nine meetings throughout the year following the emergence of COVID-19 to discuss targetted agenda including the performance of, and risks to, the business arising from COVID-19 and the wider operating environment at which all directors were in attendance. Additionally, an offsite strategy day (held in a COVID-19 Secure environment) was also held with the Executive Team to assist with the development of the Company’s strategy and strategic objectives.
Upon joining, each new Director receives a tailored induction programme relevant to their experience, expertise and committee membership. Particular emphasis is placed on the new Director visiting several operating locations and businesses and meeting the associated senior managers to aid with deep understanding of the Group’s business operations. The Director is also able to accompany a salesperson and a driver for a day to help develop an all-round understanding of the roles and the day-to-day challenges faced at all levels of the organisation.
Additionally, an induction programme will typically include briefings on strategy and other matters, site visits, and one-to-one meetings with all relevant colleagues, including other Directors and the Executive Team, as well as with advisers such as the Company’s stockbrokers and auditor.
A comprehensive information pack is provided which includes (but is not limited to):
The new Director is also provided with an explanation of the Company’s financing structure and relevant statutory and regulatory guidance, including the Code and Board Effectiveness guidance.
Training and development planned for the year had to be amended, due to the backdrop of the pandemic. Instead, virtual seminars and online courses run by professional bodies on various commercial, operational and regulatory matters were attended. Directors additionally receive regular updates appropriate to the business throughout the year as part of the Board meeting programme, which develops and refreshes their knowledge and capabilities. During 2020, training also included presentations by the Executive Team to the Board on items within their remit. Topics included Company culture, customer insight, operational effectiveness and gender pay gap. In addition, the Company Secretary provides regular updates on developments in Corporate Governance.
All Directors are considered to be suitably qualified, trained and experienced so as to be able to participate fully in the work of the Board. To assist with the independent conduct of their function and, if required in connection with their duties, a process is in place for the Non-Executive Directors to obtain professional advice at the Company’s expense.
The Non-Executive Directors are encouraged to further their knowledge of the Company by spending time with the Executive Directors, the Executive Team and senior managers of the Company’s businesses where appropriate. Non-Executive Directors are also encouraged to engage with colleagues to further enhance their understanding of the culture and business. Much of this engagement has had to be virtual during the year under review.