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The Board has met for eight scheduled meetings during the
course of the 12 months under review and attendance at such
Board Meetings by individual Directors is set out below.
In addition, it has met with members of the senior management
team on 14 October 2010 to discuss the Group’s vision and
strategy and review business planning and risk mechanisms.
Director
No. of meetings No. of meetings
attended
possible
Rodney Baker-Bates
8
8
Andrew Tinkler
8
8
William Stobart
(resigned 07 March 2011)
8
8
Ben Whawell
8
8
David Irlam
(resigned 07 March 2011)
7
8
Nick Watts
(resigned 07 March 2011)
8
8
Michael Kayser
8
8
Daniel Dayan
(resigned 07 March 2011)
8
8
Jesper Kjaedegaard
8
8
Board meetings are an opportunity, for example, for the Non-
Executive Directors to challenge performance of the various
divisions against targets and KPIs set, to review transactions
which have taken place since the preceding meeting and to
receive reports from the Board’s committees.
Board proceedings are recorded in comprehensive minutes
which permit any Director to record their views if they have
any concerns which the Board cannot satisfactorily resolve.
No such concerns were voiced during this period.
Appointments to the Board
The Board has established a Nomination Committee which is
required to meet at least once a year or more often, if so
required, in order to make recommendations to the Board on
the composition, balance and membership of the Board.
The Nomination Committee
The Nomination Committee leads the process for Board
appointments and makes recommendations to the Board on
the structure, size and composition of the Board and succession
planning for Directors and Senior Executives.
The Committee’s members are the Non- Executive Directors.
For new potential Non-Executive Board members, the
Nomination Committee meets and agrees to appoint an
external consultant to assist with the selection of a shortlist of
potential Non-Executive Directors.
Once this shortlist is presented, the Nomination Committee
meets and undertakes a formal, rigorous and transparent
procedure for the appointment of new Directors to the Board
Careful consideration is given by the Nomination Committee
to ensure that any appointees to the Board have enough time
available to devote to the role and that the balance of skills,
knowledge and experience on the Board is maintained.
When dealing with the appointment of a successor to the
Chairman, the Senior Independent Director will Chair the
Committee instead of the Chairman. When the Committee
has found a suitable candidate, the Chairman of the
Committee will make the proposal to the whole Board and
the appointment is the responsibility of the whole Board
following recommendation from the Committee.
Information, Induction and Professional Development
The Chairman is responsible for ensuring all Directors receive
comprehensive information on a regular basis to enable them
to perform their duties properly. Board papers are normally
distributed five days in advance of scheduled Board Meetings.
New Directors receive appropriate induction on joining the
Board, typically including meeting members of the senior
management team and visits to operational sites. All Directors
have access to the advice and services of the Company
Secretary, who is responsible to the Board for ensuring that
Board procedures are complied with.
Board/Director Evaluation and Training
The Chief Executive Officer conducts annual appraisals with
Executive Directors and has regular one-to-one discussions
about their performance with them, as does the Chairman
with the Chief Executive Officer.
The Board undertake a regular cycle of training on Corporate
Governance Matters.
Each year the Board undertakes a review of the effectiveness
of the governance arrangements. In the prior year the Board
appointed an independent consultant whose evaluation
included the following:
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A review of the Board and key committee papers for the
preceding 12 months and other background materials;
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Interviews of current Board members, a former Non-
Executive Director and the Company Secretary.
The Audit Committee
The Audit Committee is to establish formal and transparent
arrangements for considering how to apply the financial
reporting and internal control principles and to maintain an
appropriate relationship with the external auditors.
The Audit Committee monitors the integrity of the financial
statements, internal financial controls and internal audit
functions. The Committee also makes recommendations to
the Board in relation to the appointment of the Group’s
external auditors.
The objectivity and independence of the auditors is reviewed
and considered to be safeguarded. The non-audit fees paid to
the auditors are expected to be less than the Group audit fees.