The Board is responsible for the leadership, oversight and the long-term success of the Group. The Board has reserved certain items for its review including the approval of Group strategic plans, financial statements, budgets, risk management, significant acquisitions and disposals, investments in significant joint ventures, significant property transactions, significant capital expenditure, dividends and board appointments.
The roles of Chairman and Chief Executive are separate with a clear division of responsibility between them. The Board has delegated responsibility for the management of the Group, through the Chief Executive, to executive management. The Board has also delegated some of its responsibilities to board committees, details of which are set out here. The Board receives reports at its meetings from the Chairman of each committee on current activities.
Non-executive directors are expected to constructively challenge and debate management proposals and to examine and review management performance in meeting agreed objectives and targets. In addition, they are expected to input their knowledge and experience in respect of any challenges facing the Group and in relation to the development of strategy and strategic plans.
All directors are required to allocate sufficient time to the Group to discharge their responsibilities effectively.
The Group’s professional advisers are available for consultation by the Board as required. Individual directors may seek independent professional advice at the Group’s expense, where they judge it necessary to discharge their responsibility as a director.
Membership, size and structure
The Board is comprised of eleven directors, four executive directors and seven non-executive directors. Biographical details are set out here.
It is board policy that a majority of the Board is comprised of non-executive directors and that the Chairman is a non-executive director.
The Board believes the current board size and structure to be appropriate as it facilitates proper representation of the business through the executive directors, while ensuring independence is maintained. The current size and structure also ensures that the Board continues to have the appropriate skills, expertise and experience necessary to enable it and its committees to discharge their responsibilities effectively and also enable the Committees to operate without undue reliance on individual non-executive directors.
The Chairman ensures that the skills, expertise and experience of the Board are harnessed to best effect in addressing significant issues facing the Group by ensuring; (i) directors are properly informed on all matters; (ii) that discussions foster constructive challenge and debate; and (iii) that adequate time is provided for discussions so that the view of each director is presented and considered.
The balance of skills, knowledge, experience and the tenure of the Board are regularly assessed and reviewed to ensure they remain appropriate and as a result the composition of the Board may change from time to time. There are currently no plans for the size or structure of the Board to materially change, however as noted in the Chairman’s Statement, to ensure continued phased renewal and refreshment and to further enhance diversity, a search for additional non-executive director candidates is currently being undertaken. The Board recognises the importance and benefit of diversity and is committed to achieving a greater level of diversity, including gender diversity.
Independence of non-executive directors
The Board has evaluated the independence of each of its non-executive directors and has determined that each of the non-executive directors, with the exception of Ms. Flynn, is independent. In arriving at this conclusion, the Board considered many factors including the principles relating to independence contained in the Code. As with all directors, Ms. Flynn brings independent judgement to bear on board related matters however due to Ms. Flynn being a former employee of the Group she is determined not to be independent.
On appointment as Chairman, Mr. Gray met the independence criteria set out in the Code.
The Board has determined that at least half the Board, excluding the Chairman, is comprised of independent non-executive directors.
Mr. Gray was appointed Chairman of the Board on 7 February 2012. The process undertaken relating to the appointment of Mr. Gray as Chairman is set out below. The Chairman leads the Board and has responsibility to ensure it is effective and efficient, that it considers the key strategic issues facing the Group and that the directors receive accurate, relevant, timely and clear information. In addition, the Chairman ensures appropriate and effective interaction with shareholders and that the Board is apprised of the views of shareholders.
Senior Independent non-executive director
Mr. McGann was appointed the Senior Independent non-executive director on 20 November 2007. Mr. McGann is available to shareholders who have concerns that cannot be addressed through the Chairman, Chief Executive or Finance Director and is available to meet major shareholders on request. Mr. McGann is also available to act as intermediary for directors, if necessary.
The appointment and removal of the Company Secretary is a matter for the Board. All directors have access to the advice and services of the Company Secretary, who is responsible for ensuring that board procedures are followed and that applicable rules and regulations are complied with.
The Board routinely meets at least six times a year and additionally as required. The Board usually makes at least one visit a year to a group subsidiary. As noted in the Chairman’s Statement, the Board met fourteen times during the year. Details of directors’ attendance at these meetings are set out below.
The Chairman sets the agenda for each meeting in consultation with the Chief Executive and the Company Secretary. The agenda and board papers are circulated prior to each meeting to provide the directors with relevant information and enable them to fully consider the agenda items in advance of the meeting. In the event a director is unavailable to attend a board meeting, he or she can communicate their views on any items, to be raised through the Chairman at the meeting.
Appointment, retirement and re-election
The non-executive directors are engaged under the terms of a letter of appointment. A copy of the standard letter of appointment is available on request from the Company Secretary. It is board policy that non-executive directors are normally appointed for an initial term of three years. Non-executive directors are typically expected to serve two, three year terms however the Board may invite them to serve longer. After three years’ service and subsequently after six years’ service each non-executive director’s performance is reviewed by the Nomination Committee and a recommendation is made to the Board whether a further period of service is recommended. Ms. Flynn’s term of appointment as a non-executive director is for two years.
While the Group’s Articles of Association provide among other provisions that directors must submit themselves for re-election at least every three years, in accordance with the recommendation contained in the Code, the Board has adopted the practice that all directors shall retire at each Annual General Meeting and, unless stepping down from the Board, offer themselves for re-election.
Induction, training and development
On appointment, directors are provided with briefing materials on the Group and its operations. Visits to group businesses and briefings with senior management are arranged as appropriate and ongoing briefings are also provided to all directors. The individual training and development requirements for each director are also reviewed. During the year the Board visited businesses in the UK, during which they received a tour of the facilities and met local management. Presentations by internal and external parties are also made to the Board and committees, as appropriate.
Remuneration, share ownership and share dealing
Details of directors’ remuneration and share ownership are set out in the Report on Directors’ Remuneration. Since 2010 it has been company practice to put the remuneration report to a non-binding advisory vote at the Annual General Meeting.
The Group has a policy on dealing in shares that applies to all directors and senior management. This policy adopts the terms of the Model Code as set out in the Listing Rules.