Annual report and accounts 2023 - Flipbook - Page 83
Strategic Report
Conflicts of interest
The Articles of Association allow the Board to authorise
potential conflicts of interest that may arise from time
to time, subject to certain conditions. The Company
has established appropriate conflicts authorisation
procedures, whereby actual or potential conflicts are
regularly reviewed and authorisations sought as
appropriate. During the year, no such conflicts arose
and no such authorisations were sought.
Professional advice
All directors have access to the advice of the Company
Secretary, who is responsible for advising the Board on
all governance matters. The non-executive directors
have access to senior management of the business.
Induction, training and development
On appointment to the Board, directors are provided
with a full, formal and tailored programme of induction,
to familiarise them with the Group’s businesses, the
risks and strategic challenges the Group faces, and
the economic, competitive, legal and regulatory
environment in which the Group operates. The
induction includes, amongst other activities, meetings
with Board members, the Company Secretary, senior
management and other employees, site visits, market
visits and the provision of information relating to the
Group, including briefings on key business activities.
The Company Secretary provides information to new
directors regarding Board policies and procedures,
and corporate governance matters. A programme of
strategic and other reviews, together with the other
training provided during the year, ensures that directors
continually update their skills, their knowledge and
familiarity with the Group’s businesses, and their
awareness of sector, risk, regulatory, legal, financial and
other developments to enable them to fulfil effectively
their role on the Board and committees of the Board.
Board performance evaluation
Every year the performance and effectiveness of the
Board, its committees and individual directors is
evaluated. In line with the Code, this year the evaluation
was externally facilitated, having last been externally
facilitated during the year to January 2020. During the
year Clare Chalmers Limited (“Clare Chalmers”)
conducted a formal, externally facilitated review of the
effectiveness of the Board and its principal committees.
Clare Chalmers is an independent adviser with no other
connection to the Company or any of the individual
directors. The evaluation was conducted by the
completion of detailed and comprehensive written
survey questionnaires by all Board members and the
Company Secretary. The questionnaires were agreed
with the Company Secretary and the Chair of the
Board. The Board questionnaire covered such themes
as strategy, leadership and accountability, Board
composition, diversity, culture and risk management,
and how effectively Board members work together to
achieve objectives, with similar coverage for each of
the committees. Clare Chalmers provided a full, written
report based on the responses to the survey, which
they discussed with the Chair. The full report was
shared with and discussed by the Board and each of the
committees. Overall, the review found that the Board
and its committees were functioning in an effective
manner and performing satisfactorily, with no major
issues identified. Actions will be taken to address certain
areas arising from the evaluation, including an
increased focus on purpose and how it cascades down
into strategy, values and culture, an increased focus on
the Board’s risk appetite, dedication of more time to
succession planning for executive directors and senior
management, increasing the non-executive directors’
contact with the business and certain improvements to
the Board papers.
Corporate Governance
Accounts
The non-executive directors, led by the senior
independent director, carried out a performance
evaluation of the Chair without the Chair present, taking
into account the views of the executive directors. It was
concluded that M. Allen’s performance continues to be
strong and that he demonstrates effective leadership.
The Chair is pleased to confirm that, following
performance evaluation of the directors, all of the
directors’ performances continue to be effective and all
of the directors continue to demonstrate commitment
to the role of director, including commitment of time
for Board meetings and committee meetings and any
other relevant duties.
Meetings and attendance
Board meetings are scheduled to be held seven times
each year. Between these meetings, as required,
additional Board meetings (and/or Board committee
meetings) may be held to progress the Company’s
business. A part of each Board meeting is dedicated
to the discussion of specific strategy matters.
In advance of all Board meetings the directors are
supplied with detailed and comprehensive papers
covering the Group’s operating functions. Members of
the management team attend and make presentations
as appropriate at meetings of the Board. The Company
Secretary is responsible to the Board for the timeliness
and quality of information provided to it. The Chair
holds meetings with the non-executive directors during
the year without the executive directors being present.
The attendance of directors at scheduled Board and
committee meetings in the year to 29 January 2023
is set out below. During the year, the Board also
convened two additional Board meetings in relation to
various matters, including certain contract approvals
and a potential acquisition. All of the directors who
could have attended those Board meetings did so, with
the exception of S.V. Barratt who was unavailable for
one of those meetings.
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