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Maintaining An Effective Board

Board Composition

The Board comprises the Chairman, Non-Executive Directors and Executive Directors and their biographies can be found here.

There is a clear separation of the roles of Non-Executive Chairman and Chief Executive Officer.  The Chairman, Steve Halbert, is responsible for the running of the Board and for ensuring that all Directors are fully informed of matters, sufficient to make informed judgements.  As Chief Executive Officer, Russell Atkinson has responsibility for implementing the strategy agreed by the Board and managing the day-to-day operations of the Group.  He is supported in this role by the Chief Financial Officer (James Saralis) and other senior leaders in the Group.

As Company Secretary, James Saralis, who is also an Executive Director, supports the Board with compliance and governance matters.  The Board believes this is appropriate given the size and complexity of the Group and he reports directly to the Chairman on governance matters and where any potential conflicts between the two roles arise.

The Non-Executive Directors, all of whom the Board have determined are independent, are experienced and influential individuals with complementary skill-sets.  Members of the Board maintain memberships of a number of professional bodies and ensure their skill sets are constantly developed.  As part of our ongoing commitment to staff development, Executive Directors and senior leaders have personal development programmes which include mentoring, attendance at high level leadership programmes and individual support for specific and identified development needs and to ensure they are kept up to date on relevant legal developments or changes in best practice.

The Nominations Committee is responsible for considering the makeup of the Board and identify any succession planning requirements.

No individual or group dominates the Board’s decision-making processes.

The Role of the Board

The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets and corporate actions.  To assist with this, the Board has established an Audit Committee, a Remuneration Committee and a Nomination Committee with formally delegated duties and responsibilities.  Details of these committees and the terms of reference of each can be found here

The Board meets formally at least nine times per year and the meetings last for approximately half a day.  In addition to this, all Directors attend an annual strategy planning day and the Group's Annual General Meeting, which is usually held in May.  Additional meetings or conference calls are convened as required.  Members of the Board also chair and sit on the Board committees and these each have their own time commitments Non-Executive Directors are contracted to the following minimum time commitments:

  • Steve Halbert (Chairman) – 35 days per annum
  • Gillian Kent – 20-24 days per annum
  • Tim Aspinall – 20 days per annum


A table of attendance at meetings held between September 2017 and August 2018 is shown below.


Full Board
Audit Committee
Remuneration Committee
Nomination Committee

Meetings Held
Attended
Meetings Held
Attended
Meetings Held
Attended
Meetings Held
Attended
Steve Halbert
9
9
2
2
2
2
1
1
Russell Atkinson
9
n/a
n/a
n/a
James Saralis*
8
n/a
n/a
n/a
Gillian Kent
9
2
2
1
Tim Aspinall
9
2
2
1
Steve Dolton*
3
n/a
n/a
n/a

* Steve Dolton resigned as Director on 01 January 2018 and was succeeded by James Saralis. James attended 2 Board meetings in 2017 as a Board guest

The Group's Annual General Meeting is held in May and all Board members attend in addition to senior leaders from across the business.

Board Effectiveness

The Chairman annually reviews the contributions of Board members, with a focus on ensuring effectiveness and relevance.  The Board periodically reviews its effectiveness and performance as a unit to ensure that the Board is operating collectively in an efficient, informed, productive and open manner. The Board intends to undertake its next review in the first half of 2019

Risk Management and Internal control

The Board has ultimate responsibility for setting the Group’s risk appetite and for effective management of risk, including maintaining an appropriate control environment.  The Group has implemented policies on internal control and corporate governance. These have been prepared in order to ensure that:

  • proper business records are maintained and reported on, which might reasonably affect the conduct of the business;
  • monitoring procedures for the performance of the Group are presented to the Board at regular intervals;
  • budget proposals are submitted to the Board no later than one month before the start of each financial year;
  • accounting policies and practices suitable for the Group’s activities are followed in preparing the financial statements;
  • the Group is provided with general accounting, administrative and secretarial services as may reasonably be required; and
  • interim and annual accounts are prepared and submitted in time to enable the Group to meet statutory filing deadlines.


Further details on the Group’s approach to risk management can be found here