31 Finsbury Food Group Annual Report & Accounts 2019


Report on Corporate Governance


The Board held five scheduled meetings during the year under review. Attendance by individual Directors at Board and scheduled Committee meetings was as follows:


Director


John Duffy Steve Boyd Peter Baker


Bob Beveridge Ray Duignan Marnie Millard Zoe Morgan


Board Meetings (5 meetings)


5 5 5 5 5 5 4


Audit Committee (3 meetings)


-


3 -


3 3 -


1


Remuneration Committee (2 meetings)


2 2 - -


2 2 2


Nominations Committee (0 meetings)


- - - - - - -


The Company’s Non-Executive Directors are expected to commit between 15-18 days per year to the Company and the Chairman is expected to commit at least three days per month to the Company. 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.


6. Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities The Non-Executive Directors have both the breadth and depth of skills and experience to fulfil their roles. With the Executive Team, the Board contains a broad range of relevant skills, experience and contacts which are deployed to the benefit of the Company. Details of the Directors’ individual experience and areas of expertise are outlined on pages 33 and 34. The Nominations Committee is responsible for considering Board composition, including diversity issues and making appropriate recommendations. Diversity and gender balance will be taken into account in respect of any future Board appointments with the overriding objective of securing the right person for the role.


The Non-Executive Directors 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.


The Remuneration Committee utilises specialist remuneration consultants to provide advice in relation to remuneration policy decisions and the Board utilises specialist pension advisers to provide advice in relation to Group pension arrangements.


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.


7. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement The Board evaluation exercise is designed and led by the Company Secretary, working closely with the Chairman of the Board. Anonymous questionnaires are used to promote disclosures with the results being collated and returned to the Board for consideration and action where appropriate. The areas covered are structure and skills, operating effectiveness, operating efficiency, quality of information and ongoing development.


During the year under review, the Non-Executive Directors undertook a review of the performance of the Chairman. The Chairman also met on an ongoing basis with Executive Directors and the Non-Executive Directors to discuss their performance and any suggestions they have for improving the function of the Board. All reviews sought feedback from other Directors to ensure a balanced approach.


The 2018 Board evaluation exercise found that the Board and sub-committees were working well, but highlighted some areas for improvement including the need to develop succession planning and implement post investment reviews.


In respect of succession planning, the Company has, where possible, identified internal candidates as possible replacements for senior managers/ site managers. In the event of a site manager leaving the Company in a situation where an internal candidate has not been identified or has been deemed not to have the requisite experience, the Company will seek to recruit externally. In respect of succession planning for Non-Executive Directors, the Board deemed that the current Board composition of two Executive Directors, the Chairman and three independent Non-Executive Directors to be sufficient following the resignation of Zoe Morgan from the Board during the year under review.


The 2019 Board evaluation exercise was completed in June 2019 with evaluation scores improving relative to the 2018 evaluation exercise. No particular areas for development were noted. Key areas of improvement included the level of interaction between the Non-Executives Directors and the Executive Directors and divisional managing Directors in terms of challenging, agreeing and finalising the Group’s strategy.


8. Promote a corporate culture that is based on ethical values and behaviour 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. The values of Communication, Respect, Ownership, Honesty and Teamwork are integral to the corporate culture. The management of the Group and all bakeries is underpinned by the Operating Principles which were agreed and rolled out in 2017/18. These are:


• Operating excellence • Sustainable approach • Quality and innovations


• Cost effectiveness • Growth with our partners • People who care


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