Roles, responsibilities and duties within the Board – at a glance summary
As at 6 March 2019 the Board comprised:
|Philip Lawrence||Steve Wilson, Chief Executive||Keith Edelman, Senior Independent Director|
|Chris Payne, Chief Financial Officer||Amanda Aldridge|
The Board considers the balance achieved between Executive and Non-Executive Directors as appropriate and effective for the control and direction of the business.
The Directors bring strong judgement to the Board’s deliberations and the size and balance of skills and experience of the Board are considered appropriate for the requirements of the business and the size of the Company. The Board has considered the independence of the Non-Executive Directors and consider that all four (excluding the Chairman) are independent of management and free from any business or other relationship that could materially interfere with the exercise of independent and objective judgement. In making this determination the Board has considered whether each Director is independent in character and judgement and whether there are relationships or circumstances which are likely to, or could, affect the Director’s judgement.
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 Chairman and Non-Executive Directors do not participate in any bonus, share option or pension scheme of the Group. They are initially appointed for a three-year term and, subject to review and re-election, can serve up to a maximum of three such terms.
The Board met 12 times during 2018, to discuss the latest operating and financial information, key strategic items and other topics requiring discussion or decision. The Board meeting agenda is structured to ensure that sufficient time is given to each item under consideration. During the year there is ample opportunity for the Chairman to meet with the Non-Executive Directors without the Executive Directors being present, should this be deemed appropriate. In addition, Non-Executive Directors have substantial contact between meetings and also endeavour to regularly visit operating locations to review operations first-hand and meet with the wider employee base.
A record of Directors’ attendance at Board meetings held during 2018 is set out below. Committee meeting attendance is given in the relevant Committee reports.
|Director||Meetings attended||Eligible to attend|
|Dick Peters (stepped down 31/5/18)||5||5|
|Tony Judge (stepped down 14/9/18)*||7||8|
|Amanda Aldridge (appointed 1/2/18)||11||11|
|Keith Edelman (appointed 1/10/18)||3||3|
*Tony Judge was unable to attend one Board meeting due to personal reasons
Procedures are maintained by the Board whereby potential conflicts of interests are reviewed regularly. These procedures have been designed so 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 Group are identified and, where appropriate, dealt with in accordance with the Companies Act 2006 and the Company’s Articles of Association. The Board has not had to deal with any conflict during the period.
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 regularly reviewed. Under the Articles of Association, the Board has authority to authorise potential conflicts of interest and to impose any limits or conditions it sees fit. All of the Directors are required to allocate sufficient time to the Group to discharge their responsibilities effectively.
When joining the Board, induction programmes are tailored for each individual Director. A comprehensive information pack is compiled which includes:
The information pack also includes an explanation of the Group’s financing structure, and relevant statutory and regulatory guidance notes, including the Code and the Company’s share dealing policy.
An induction programme will include briefings on general strategy and other matters, site visits, and one-to-one meetings with all relevant colleagues, (including other Directors and members of the Senior Management team) as well as with and advisers including the Company’s Stockbrokers and Auditor.
Training and development in the year took various forms, including visits to Group businesses and attendance at courses run by professional bodies on various commercial and regulatory matters. Directors receive regular updates appropriate to the business throughout the year aimed at developing and refreshing their knowledge and capabilities. 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 members of the Senior Management team and other senior managers on site visits. Non-Executive Directors are also encouraged to engage with people across the business to further enhance their understanding of the business.