Maintaining An Effective Board
The Board comprises the Non-Executive Chair, three independent Non-Executive Directors and one Executive Director. Their biographies can be found here.
There is a clear separation of the roles of Non- Executive Chair and Executive Director. The Chair, Tim Aspinall, is responsible for the running of the Board and for ensuring that all Directors are fully informed of matters sufficient to make informed judgements. As Executive Director, James Saralis has responsibility for implementing the strategy agreed by the Board and managing the day-to-day operations of the Group. He is supported in this role by other senior leaders in the Group.
As Company Secretary, James Saralis, supports the Board with compliance and governance matters. The Board believes this is appropriate given the size and complexity of the Group and he reports directly to the Chair on governance matters and where any potential conflicts between the two roles arise.
The Board has determined that the Non-Executive Directors are independent, experienced and influential individuals with complementary skill sets. There is currently no Senior Independent Non-Executive Director.
The Board believes this is appropriate give the size of the Board and will review this practice as part of the Board effectiveness review later in the year.
Members of the Board maintain membership of a number of professional bodies and ensure their skill sets are constantly developed. As part of our ongoing commitment to staff development, Executive Directors and senior leaders have personal development programmes which include mentoring and attendance at high level leadership programmes. In addition, they receive individual support for specific and identified development needs to ensure they are kept up to date on relevant legal developments or changes in best practice.
The Nomination Committee is responsible for considering the make-up of the Board and identifies any succession planning requirements.
No individual or group dominates the Board’s decision-making processes.
The Role of the Board
The Board sets the strategic aims of the Group and its values; provides the leadership required to put them into effect; supervises and constructively challenges management, who are responsible for the day-to-day running of the Group; and reports to shareholders on their stewardship. The Board is also responsible for risk management, and we have set out our approach to this in the Principal Risks and Uncertainties section of the Annual Report on page 46.
Meetings were attended virtually from March 2020 and the increase in the number of meetings compared to prior years was a direct result of the Group’s response to the COVID-19 pandemic as well as the aborted offer for the Group towards the end of 2020.
The Board met 16 times during 2020 and the meetings last for approximately half a day. In addition to this, all Directors attend the Group’s Annual General Meeting. Additional meetings or conference calls are convened as required. Members of the Board also chair and sit on the Board committees and these each have their own time commitments.
The following table shows the Directors’ attendance at Board and Committee meetings during the year:
1 Caroline Brown resigned from the Board on 7 October 2020
2 Russell Atkinson resigned from the Board on 4 September 2020
3 Brian Phillips was appointed to the Board on 23 June 2020
The Chair annually reviews the contributions of Board members, with a focus on ensuring effectiveness and relevance. The Board periodically reviews its effectiveness and performance as a unit to ensure that it is operating collectively in an efficient, informed, productive and open manner.
The Board last undertook an evaluation of its effectiveness in 2019 which was supervised by the Nomination Committee with the assistance of the Company Secretary. The approach taken was to issue a questionnaire, covering topics including Board composition and governance, Board operations, strategy, stakeholder relations and the performance of individual Directors and Board Committees. This was followed by a discussion with the full Board.
The key areas of focus and subsequent actions were presented in the Group’s financial statements for the financial year to 31 December 2019.
The Board plans to conduct the next review into its effectiveness in the second half of 2021. The results of this review will be presented in the Group’s financial statements for the financial year to 31 December 2021.
The Group has implemented policies on internal control and corporate governance. These have been prepared in order to ensure that:
- proper business records are maintained and reported on, which might reasonably affect the conduct of the business;
- monitoring procedures for the performance of the Group are presented to the Board at regular intervals;
- budget proposals are submitted to the Board no later than one month before the start of each financial year;
- accounting policies and practices suitable for the Group’s activities are followed in preparing the financial statements;
- the Group is provided with general accounting, administrative and secretarial services as may reasonably be required; and
- interim and annual accounts are prepared and submitted in time to enable the Group to meet statutory filing deadlines.
The Group continues to review its system of internal control to ensure compliance with best practice, whilst also having regard to its size and the resources available. The Board considers that the introduction of an internal audit function is not appropriate at this juncture, although the Group finance team has implemented a series of internal control reviews and reports the outcomes of these to the Audit & Risk Committee.
To assist in carrying out its duties the Board has set up a number of committees, including the Audit & Risk Committee, the Remuneration Committee and the Nomination Committee. Each committee has formally delegated duties and responsibilities with written terms of reference. From time to time separate committees may be set up by the Board to consider specific issues when the need arises. An explanation of the responsibilities and composition of the committees is set out below and the terms of reference can be downloaded from our website.
Audit & Risk Committee
The Audit & Risk Committee consists of:
- Sally Tilleray (Chair)
- Gillian Kent
- Brian Phillips
Tim Aspinall served on the Committee until his appointment to the role of Chair of the Board on 7 October 2020. The Audit & Risk Committee is expected to meet formally at least three times a year and otherwise as required. It has responsibility for ensuring that the financial performance of the Group is properly reported on and reviewed, and its role includes monitoring the integrity of the financial statements of the Group (including annual and interim accounts and results announcements), reviewing internal control and risk management systems, reviewing any changes to accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by external auditors and advising on the appointment of external auditors.
The Remuneration Committee consists of:
- Gillian Kent (Chair)
- Tim Aspinall
- Sally Tilleray
- Brian Phillips
The Remuneration Committee is expected to meet not less than twice a year and at such other times as required. The Remuneration Committee has responsibility for determining, within the agreed terms of reference, the Group’s policy on the remuneration packages of the Company’s Chair, the Executive and Non-Executive Directors, the Company Secretary and other senior executives. The Remuneration Committee also has responsibility for:
- determining the total individual remuneration package of the Chair and each Executive Director (including bonuses, incentive payments and share options or other share awards); and
- determining the total individual remuneration package of the Company Secretary and all other senior executives (including bonuses, incentive payments and share options or other share awards), in each case within the terms of the Group’s policy and in consultation with the Chair of the Board and/or the Executive Director. No director or manager may be involved in any discussions as to their own remuneration.
No director or manager may be involved in any discussions as to their own remuneration.
The Nomination Committee consists of:
- Gillian Kent (Chair)
- Tim Aspinall
- Sally Tilleray
- Brian Phillips
The Nomination Committee is expected to meet not less than once a year and at such other times as required. It has responsibility for reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board, and giving full consideration to succession planning.
It also has responsibility for recommending new appointments to the Board.
Accountability and Stakeholders
The Board considers that the 2020 Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders
to assess the Company’s position and performance, business model and strategy. Details of how we do this are also explained in the Audit & Risk Committee report.