30 | GOVERNANCE | Directors’ Report on Corporate Governance
The performance of the Chairman is reviewed annually by the Non- executive Directors in a meeting chaired by the Senior Independent Director.
Chief Executive The Chief Executive of the Company is Richard Wilson. As Chief Executive, Mr Wilson is responsible for overseeing the implementation of the strategy as set by the Board, providing strategic vision and executive leadership to all the Group’s business activities and ensuring the effective running of the business and the Group Management.
Non-executive Directors Messrs Bedell-Pearce, Brindle, Jones, Medlock, O’Neill, Percy and Poynter are the Company’s Non-executive Directors. As Non- executive Directors they are responsible for: promoting entrepreneurial leadership and the highest standards of governance within a framework of prudent and effective controls; constructively challenging and helping develop strategic proposals; ensuring that the Group has in place the necessary resources to meet its strategic objectives; reviewing management performance; determining appropriate levels of Executive Director Remuneration (Remuneration Committee members), taking a prime role in appointing, and where necessary removing, Executive Directors; setting the Company’s values and standards to ensure its obligations to its stakeholders are understood and met; and reviewing communication with shareholders.
Board evaluation and professional development A comprehensive and rigorous evaluation of the performance of the Board, its principal Committees and all Directors was conducted in the first quarter of 2013. Each Director was interviewed by the Executive Chairman to extract their views on the perceived operation and effectiveness of the Board and the Board Committees. The results of this process were presented to the Board in March 2013. All recommendations made as a result of this exercise were accepted by the Board and the Board have committed to addressing all matters raised during 2013.
The Board also set themselves objectives early in 2012 and assessed their performance against these objectives during the evaluation process. An agreed set of Board objectives for 2013 was approved by the Board in March 2013.
The Company has a full and formal induction process for all new appointments to the Board. The Chairman, in consultation with the Company Secretary and individual Directors, is responsible for assessing the professional development needs of each Director. The induction process and ongoing professional development is facilitated by the Company Secretary who, in consultation with the individual Director, identifies the most appropriate method of ensuring professional development. The Company Secretary also assists in organising attendance at internal or external courses to develop familiarity with the Company’s business operations.
Directors’ conflicts of interest From 1 October 2008, Directors have a statutory duty to avoid a situation in which they have or can have an interest that conflicts or possibly may conflict with the interests of the Company. A Director will not be in breach of that duty if the relevant matter has been authorised in accordance with the Articles of Association by the other Directors.
Directors and Directors’ re-election The Directors who served at any time during the year ended 31 December 2012 are as shown in the Directors’ Remuneration Report on page 37. Details of the Executive Directors’ service contracts and Non-executive Directors’ letters of appointment can be found on page 36.
Mr Wilson joined the Board during the year as an Executive Director and, as such, will retire at the Annual General Meeting and being eligible will offer himself for election. With the exception of Messrs Brindle and Medlock, who have expressed their intention to retire on conclusion of the Annual General Meeting, all other Directors will, in accordance with the Code, offer themselves for re- election at the Annual General Meeting.
In accordance with the requirements of the Code, during 2012, the Nomination Committee gave more detailed consideration to the proposed re-election of Mr Bedell-Pearce, given that he has served more than six years as a Director.
The Nomination Committee has reviewed the structure, size and composition of the Board, and has confirmed that all Directors submitting themselves for election and re-election demonstrate the commitment and devote sufficient time to perform their duties as members of the Board and should be elected or re-elected.
Details of the Directors offering themselves for election or re-election can be found on page 20.
Board succession planning The Nomination Committee has a succession plan for the Board’s Non-executive Directors. The plan was shaped by a skills profile, projected and expected normal retirements, and the Company’s commitment to corporate governance best practice. The plan is approved annually by the Board.
Relations with shareholders The Board as a whole acknowledges its responsibility for ensuring satisfactory dialogue with shareholders and that communications are given high priority. The Company welcomes the views of shareholders and, where practicable, enters into dialogue with institutional shareholders based on the need for mutual understanding of objectives. The Company’s Executive Chairman, Chief Executive and Chief Financial Officer regularly meet the largest institutional shareholders and Company analysts following the announcement of the year-end and interim results; the Senior Independent Director and all other Non-executive Directors have the opportunity to attend these meetings. The Annual General Meeting
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