33 Finsbury Food Group Annual Report & Accounts 2018
Report on Corporate Governance
5. Maintain the Board as a well-functioning, balanced team led by the Chair The Board is made of up two Executive Directors and four independent Non-Executive Directors and is chaired by Peter Baker who has held this post for four years and is also regarded as independent. Meetings are open and constructive, with every Director participating fully. Meetings are held at operating sites on a rotating basis, enabling the Board to meet the senior site teams and to visit the factories.
The Chairman is responsible for the leadership of the Board and ensuring its effectiveness in all aspects of its role. He is also responsible for creating the right Board dynamic and for ensuring that all important matters, in particular strategic decisions, receive adequate time and attention at Board meetings. The Executive Directors are responsible for the day-to-day running of the business and developing corporate strategy while the Non-Executive Directors are tasked with constructively challenging the decisions of executive management and satisfying themselves that the systems of business risk management and internal financial controls are robust.
The Board met five times in the year; a calendar of meetings and principal matters to be discussed is agreed at the beginning of each year. Board papers are circulated at least one week before meetings, allowing time for full consideration and necessary clarifications before the meetings. Board dinners are held on the evening before meetings and allow broader discussion and development of effective Board relations.
Terms of reference for the committees are published on the Group’s website. The committees have the necessary skills and knowledge to discharge their duties effectively.
All Directors have access to the Company Secretary, who is responsible for ensuring that Board procedures are followed and that the Company complies with all applicable rules, regulations and obligations governing its operation. If required, the Directors are entitled to take independent legal advice and if the Board is informed in advance, the cost of the advice will be reimbursed by the Group.
6. Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities The Non-Executive Directors have both a breadth and depth of skills and experience to fulfil their roles. Details of the Directors’ experience and areas of expertise are outlined on pages 35 and 36. They met during the year without executives present and maintain ongoing communications with executives between formal meetings.
In addition to their general Board responsibilities, Non-Executive Directors are encouraged to be involved in specific workshops or meetings, in line with their individual areas of expertise.
The Audit Committee Chairman updates his technical and financial experience by attending workshops held by the major accounting firms.
7. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement The Board evaluation exercise was designed and led by the Company Secretary, working closely with the Chairman of the Board and followed the same process as last year in order to provide objectivity. The areas covered were structure and skills, operating effectiveness, operating efficiency, quality of information and ongoing development.
Individual reviews of Non-Executive Director performance were carried out with the Chairman and the Non-Executive Directors undertook a review of the performance of the Chairman. This concluded that the Chairman has an open, facilitating leadership style; demonstrates independence and objectivity; and shows a strong understanding of the business.
The Board evaluation exercise identified a number of positive areas including greater exposure of the Board during the year to members of the senior team and more involvement in the strategic development plans for the business. Although the Board and sub-committees are working well, areas highlighted for improvement included the need to develop succession planning and implement post investment reviews. These matters will be addressed during the 2018/19 financial year.
8. Promote a corporate culture that is based on ethical values and behaviour The Group’s operating principles were updated during the year and widely communicated with all employees. As an innovative food business in a highly competitive market our success depends crucially on people who care and are fully engaged to do their best for Finsbury. A common culture is evolving based upon six key points:
• Operating excellence • Sustainable approach • Quality and innovations • Cost effectiveness • Growth with our partners • People who care
By visiting all sites during the year, the Board is able to talk to staff and observe behaviour in order to satisfy itself on the status of the culture. An annual survey of employee engagement is carried out every two years.
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