All NEDs, including the Chairman, serve on the basis of letters of appointment that are available for inspection at the Company’s registered office. The letters of appointment set out the expected time commitment of NEDs who, on appointment, undertake that they will have sufficient time to meet what is expected of them.
The Executive Directors’ service contracts are also available for inspection at the Company’s registered office.
The Company does not place a term limit on a Director’s service, as all continuing Directors will present themselves for annual re-election by shareholders at the Company’s Annual General Meetings (AGMs).
Director induction and training
The Chairman, with the support of the Company Secretary, is responsible for the induction of new Directors and the ongoing training and development of all Directors. New Directors receive a full, formal and tailored induction on joining the Board, designed to provide an understanding of the Group’s business, governance and key stakeholders. The induction process includes site visits, meetings with key individuals, and briefings on key business, legal and regulatory issues facing the Group.
As the internal and external business environment changes, it is important to ensure the Directors’ skills and knowledge are refreshed and updated regularly. Accordingly the Chairman, with the assistance of the Company Secretary, ensures that regular updates on corporate governance, regulatory and technical matters are provided to Directors at Board meetings. During the year, operational site visits for the Board were arranged in Poland, Czech Republic and Italy which included meetings with the local senior management teams. In this way, Directors keep their skills and knowledge relevant so as to enable them to continue to fulfil their duties effectively.
Information and support available to Directors
All Board Directors have access to the Company Secretary, who advises them on Board and governance matters.
The Chairman and the Company Secretary work together to ensure Board papers are clear, accurate, delivered in a timely manner to Directors and of sufficient quality to enable the Board to discharge its duties. As well as the support of the Company Secretary, there is a procedure in place for any Director to take independent professional advice at the Company’s expense in the furtherance of their duties, where considered necessary.
Director re-election
In accordance with the Code and the Directors’ letters of appointment, the Directors will put themselves forward for annual re-election. Following recommendations from the Nomination Committee, the Board considers that all Directors continue to be effective, committed to their roles and to have sufficient time available to perform their duties. Accordingly, all Directors will seek re-election at the Company’s forthcoming AGM.
Directors’ conflicts of interest
Directors have a statutory duty to avoid situations in which they have, or may have, interests that conflict with those of the Company, unless that conflict is first authorised by the Board. This includes potential conflicts that may arise when a Director takes up a position with another company. The Company’s articles allow the Board to authorise such potential conflicts, and there is a procedure in place to deal with any actual or potential conflict of interest. The Board deals with each appointment on its individual merit and takes into consideration all relevant circumstances. All potential conflicts approved by the Board are recorded in an Interests Register, which is reviewed by the Board at least quarterly to ensure the procedure is working effectively.
Board evaluation and effectiveness
An internal evaluation of the performance of the Board, its Committees and the Chairman was carried out during the year.
The process of evaluating the performance was undertaken by the Company Secretary under the direction of the Chairman.
A tailored, high-level questionnaire was distributed for the Directors to complete. This was structured to provide Directors
with an opportunity to express their views about:
- The performance of the Board and its Committees, including how the Directors work together as a whole;
- The balance of skills, experience, independence and knowledge of the Directors; and
- Individual performance, and whether each Director continues to make an effective contribution.
Following evaluation, it was agreed that all Directors contribute effectively, demonstrate a high level of commitment to their role, and together provide the skills and experience that are relevant and necessary for the leadership and direction of the Company.
The evaluation highlighted that following Mrs Jackson’s departure, the Board is currently lacking in gender diversity, however, it is diverse in terms of ethnicity, culture, nationality and international experience. In line with the Board Diversity Policy, gender diversity will be considered alongside race, merit, skills, background, knowledge and international and industry experience when the next opportunity arises on the Board.
The responses to the evaluation of the Board and its Committees were reviewed with the Chairman and considered by the
Board. The results of the evaluation indicated that the Board is working well and that there were no significant concerns
among the Directors about its effectiveness. It was generally felt that the actions agreed as a result of the previous year’s
external evaluation had been progressed. These actions included succession planning and promoting a stronger culture of
value creation in the Board and throughout the Company. For the year ahead, the actions agreed included a continued focus
on succession planning, continued engagement with the management teams in each market and a focus on improving the
management information provided to the Board.
The results of the evaluation of the Chairman’s performance were considered by the SID and were discussed with the
Chairman at a separate one-to-one meeting. The performance of individual Directors was evaluated by the Chairman,
with input from the Committee Chairmen and other Directors.
For 2018, an internal evaluation of the performance of the Board, its Committees and the Chairman will take place.
The process of evaluation will be undertaken by the Company Secretary under the direction of the Chairman.