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Effectiveness

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The composition of and appointments to the Board

The Nomination Committee is a committee of the Board. View its terms of reference, copies of which are also available on request from the company secretary. The Committee has responsibility for leading the process for appointments to the Board and making recommendations to the Board in that regard. It is also responsible for evaluating the composition and balance of the Board and considering succession planning arrangements for directors and senior appointments within the Group.

The independent non-executive directors who serve on the Committee are shown in table 1.

Table 1: Members of the Committee

Member From To
Catherine Bradley 1 July 2015 To date
Fiona Clutterbuck 25 June 2007 To date
Allan Cook (chairman) 10 September 2009 To date
Allister Langlands 4 September 2013
To date
Thomas Leppert
1 October 2013
To date
Gretchen Watkins
1 August 2015
To date

Committee meetings are attended by the Group HR director at the discretion of the Committee chairman. The company secretary, or their nominee, acts as secretary to the Committee. No director, the company secretary or other attendee participates in discussions regarding their own appointment and/or replacement.

The Committee continues to focus on ensuring that the Board remains strong and effective. It seeks to recruit directors with the skills and diversity of perspective, experience, thinking style, gender, ethnicity and nationality to provide effective leadership, insight and challenge to support the Group’s continued development.

A detailed role specification is drawn up for any appointment with consideration given to the benefits of all aspects of diversity, including gender, during the selection process. Short-listed candidates are chosen on merit and against objective criteria. Particular consideration is given to the areas of expertise that will best benefit the Board and the continued development of the Group.

Specific information about the work of the Nomination Committee during each year is included in the Nomination Committee report within the Annual Report.

Commitment

Directors are required to allocate sufficient time to the Company to discharge their responsibilities effectively.

Development, information and support

The chairman, supported by the company secretary, ensures that information flows within the Board and between the Board, its committees and senior management are working effectively. This includes maintaining a rolling twelve-month agenda for Board meetings to ensure all relevant matters are considered at the appropriate time. The company secretary is also responsible for advising the Board on legal, regulatory and governance matters and ensuring the Board’s procedures are complied with.

A comprehensive induction programme has been established for new appointees to the Board, consisting of the provision of background information on:

  • directors duties and authorities
  • Board processes
  • corporate governance within the Group
  • the Group’s businesses and performance
  • current and recent matters considered by the Board (including the provision of past Board materials).

The induction is supported by meetings with key employees, both operational and functional, and site visits. The induction is tailored to each new director’s specific needs and takes place over a period of several months.

The chairman reviews training requirements with each director in order to maximise the contribution of the directors. The company secretary ensures suitable training opportunities are identified and communicated to the directors. In addition, key employees are invited to attend Board dinners and to give presentations and host site visits, ensuring the directors remain informed of current business operations and developments.

If required, the directors may request independent, professional advice, which the company secretary will arrange for them.

Evaluation

In accordance with the requirements of the UK Corporate Governance Code (the Code), the Board undertakes a rigorous and formal evaluation of its performance and that of its committees and directors annually. In line with the Code requirement, the Board believes that an externally facilitated evaluation every three years brings further insight into its performance and processes.

The results of the evaluation are disclosed in the Annual Report.

The Board recognises the need to maintain its ongoing development to ensure its continued effectiveness and to respond to evolving best practice. This involves a continuous process of:

  • reflecting on past performance and the implementation of past actions
  • consideration of future training, skills, experience and diversity requirements
  • identification and implementation of new actions to improve performance.

The key findings of each performance review are the subject of focus in the next financial year and progress is considered as part of the next evaluation of the Board’s performance. The last externally evaluated board effectiveness review was conducted in the financial year ended 31 March 2016 and the next is expected to be conducted in the financial year ending 31 March 2019.

Re-election

In accordance with the Company’s articles of association and the requirements of the UK Corporate Governance Code, directors are required to submit themselves for election by shareholders at the first annual general meeting after their appointment and, since 2011, for annual re-election thereafter. Any director eligible to do so may offer themselves for re-election.

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