- Key facts
- Our businesses
- Our business model and strategy
- Our markets
- Our management
- Our history
- Corporate governance
The Board and its principal Committees
The Board provides leadership of the Group and direction for management. It is collectively responsible and accountable to the Company's shareholders for the long term success of the Group and for ensuring the appropriate management and operation of the Group in pursuit of its objectives.
The Board is responsible for setting the Group's strategy, values and standards and ensuring the necessary controls and resources are in place to deliver it. To help discharge its responsibilities, the Board has a formal schedule of matters specifically reserved for its decision, which form the core of the Board's agenda. The Board has also delegated certain aspects of its responsibilities to the following Committees: the Audit Committee, the Remuneration Committee, the Nomination Committee and the Safety & Environment Committee.
The Board and its Committees have regular scheduled meetings and hold additional meetings as and when required. Directors are expected, where possible, to attend all Board meetings, relevant Committee meetings, the AGM and any General meetings. The core activities of the Board and its Committees are documented and planned on an annual basis and a list of matters arising from each meeting is maintained and followed up at subsequent meetings. The Non-Executive Directors also meet during the yea without the Executive Directors being present.
Information and professional development
Reports from the Executive Directors, which include in-depth financial information, are circulated to Board members prior to every Board meeting. Senior management and advisers make presentations to the Board on significant matters during the year. Every effort is made to ensure that information reported to the Board is of high quality in terms of accuracy, quality, appropriateness, comprehensiveness and currency. Directors are able to seek clarification or amplification from management where necessary.
All Directors have access to the advice and services of the Company Secretary who is responsible to the Board for ensuring compliance with the Board procedures.The Company Secretary is responsible for advising the Board, through the Chairman, on all governance matters. Under the direction of the Chairman, the Company Secretary's role includes ensuring good information flows within the Board and its Committees, and between senior management and Non-Executive Directors, as well as facilitating induction and assisting with professional development as required. The Company Secretary acts as secretary to the Board and each of its Committees. The appointment or removal of the Company Secretary is a matter for the Board as a whole. As well as the support of the Company Secretary, there is a procedure in place for any Director to take independent professional advice where considered necessary.
On appointment, Directors are offered training as appropriate and are thereafter encouraged to keep abreast of matters affecting their duties as a Director and to attend training courses relevant to their role.
An induction process is in place for new Directors, the aim of which is to:
- build an understanding of the nature of the Company, its business and the markets in which it operates;
- establish a link with the Group's employees; and
- build an understanding of the Group's main relationships including stakeholders and customers.
The following information is provided as part of the induction and ongoing training and development of Board Directors.
- Governance information in relation to the Group, including the terms of reference of the Board and its Committees;
- Guidance for Directors of British public companies generally including under the law, the Code and the rules of the UK Listing Authority;
- Board minutes covering the previous year; and
- Information on key Group policies.
- Business briefing meetings with the Chairman, the Group Chief Executive and the Group Finance Director;
- Meeting with the Company Secretary to discuss the Group structure, the Company's constitution and Board procedures and terms of reference of the Board and its Committees;
- Meetings with senior management in the five divisions;
- Meeting with the Director of Safety for an overview of the Group's health and safety policy and safety record; and
- Meeting with the Group's auditor.
An evaluation of the effectiveness of the Board and its Committees is conducted annually.
In 2011 an external evaluation of the Board’s performance was led by Geoffrey Shepheard of ICSA Board Evaluation, who had no other connection with the Company. In accordance with the Code it is the Board’s intention that the Board evaluation in 2014 will be externally facilitated.
In 2012 and 2013, internal evaluations of Board effectiveness were conducted by Stephen Connock,
Group HR Adviser, via a questionnaire circulated to all the Directors.
Actions implemented from the 2012 evaluation are detailed below.
A list of matters arising from each Board and Committee meeting is maintained with clear responsibilities and deadlines for completion and followed up at subsequent meetings, with actions remaining on the list until they are completed
Changes have been made to the composition of the Board in 2013
The results of the 2013 internal evaluation were discussed at the November Board meeting. The Board's discussions highlighted a number of areas of strength and it was felt that the Board continued to work well. Areas identified for action from the 2013 evaluation include the following:
2013 evaluation - areas for action
Improve timing of delivery of Board papers to Directors
Changes will be considered when preparing the 2015 Board calendar to ensure there is more time between delivery of the Board papers and the actual meetings
Allow sufficient time for discussion of complex issues
When producing agendas, more time will be allocated to such agenda items
Ensure the Board has the right balance of skills
This was addressed through the current NED search process that resulted in the appointment of Jane Kingston
Provide the Board with greater contact with senior management
The Board meet the North American and Spanish management teams once a year and opportunities will be provided to givethe Board increased exposure to the UK based management teams
Outcomes arising from this evaluation process will be further reported on in next year’s Annual Report.
In accordance with the Company’s Articles of Association, and the Code, all Directors of the Company will offer themselves for either election or re-election at this year’s AGM. Non-Executive Directors are appointed for specific terms, subject to re-election. Non-Executive Directors will only be put forward for re-election if, following performance evaluation, the Board believes the Director’s performance continues to be effective and demonstrates commitment to the role.
Remuneration and service contracts
The Directors’ Remuneration Report, including details of remuneration policy and service contracts, is set out within the Annual Report here.
Directors' conflicts of interest
The Board has a procedure in place to deal with a situation where a Director has a conflict of interest, as required by the Companies Act 2006. As part of this process, the members of the Board prepare a list of other positions held and all other conflict situations that may need authorising either in relation to the Director concerned or his/her connected persons. The Board considers each Director's situation and decides whether to approve any conflict situations, taking into consideration what is in the best interests of the Company and whether the Director's ability to act in accordance with his or her wider duties is affected. Each Director is required to notify the Company Secretary of any potential or actual conflict situations that will need authorising by the Board. Authorisations given by the Board are reviewed annually.