Governance Framework

The board oversees the Group’s overall governance framework.

office meeting Governance Framework

Board composition

As at the date of this report, the board comprises 10 members: the non-executive chairman (John Connolly), seven other non-executive directors and two executive directors. The board considers all the non-executive directors to be independent.

The names of the directors serving as at 31 December 2016 and their biographical details are set out on pages 58 and 59. All these directors served throughout the year under review, apart from Steve Mogford, a non-executive director and the Senior Independent Director who was appointed on 27 May 2016 and Barbara Thoralfsson, a non-executive director, who was appointed on 1 July 2016.

Adam Crozier and Mark Elliott, two non-executive directors, both retired from the board at the conclusion of the Company’s annual general meeting, on 26 May 2016. Himanshu Raja, an executive director, stepped down from the board on 1 October 2016. Ian Springett, whose biographical details also appear on page 59, was appointed to the board on 1 January 2017.

Induction, information and professional development

A tailored induction is provided to new directors joining the board. In the case of non-executive directors, this includes spending time with the executive directors and other senior executives to understand the business, its structure and people, as well as the Company’s strategy and financial performance. Induction also provides details of the Group’s governance policies and values as well as its structure and risk management framework.

The induction programme is designed to ensure directors joining the board have the necessary understanding of their role and how they can maximise their effectiveness. To build on the induction programme, directors receive further briefings both to help in their own development and also to enhance their awareness of the different elements of the business. Briefings are provided to board members on legal, governance, compliance and reporting developments and to members of board committees from time to time on matters relevant to their work on those committees.

In addition, non-executive directors learn about the Group’s business and meet employees and management through site visits. Information about the interactions between members of the board, in particular non-executive directors, and the business during the year are set out on page 68.

Board performance review

In 2016, Lintstock Limited assisted the board with its performance review. The review involved detailed self-assessment questionnaires being completed by board members and regular board committee attendees. The results of the questionnaires were used as the basis for reports produced by Lintstock which analysed the performance of not only the board, but also each board committee and director.

These reports were considered by the board and each of the board’s committees when reviewing their performance and informed the planning for the board’s priorities in 2017.

As part of this review process, Lintstock also reported on the performance of each of the directors and separately on that of the chairman. The individual director reviews were used as the basis for the
chairman’s individual discussion with each of the directors about their performance and any training and development needs.

The report on the chairman was used to inform the discussion amongst the non-executive directors about the chairman which was conducted by the senior independent director without the chairman being present.

Lintstock has no connection with the Company other than evaluating the board and its committees’ performance.


Diversity is one of the Group’s organisational strengths, which helps it operate successfully across a wide range of countries and complex environments. The Group’s workforce reflects that diversity in terms of its mix of gender, age, race, religion, nationality, language, background and experience.

For the board, diversity of thinking and experience is seen as vital to ensure the Group can seize the right opportunities in each market to grow and consider fully the risks of doing so. As well as being diverse in terms of gender and nationality, the board also includes members with diverse skills, personal attributes and experience. Some members have international assignment experience and others bring extensive experience of a variety of industries. In addition, the board has a mix of both long-serving and new members. These differences greatly enrich debate in the boardroom, bring fresh perspectives and new market and customer understanding.

Whilst recruitment of any new members to the board is always based on merit, diversity is a key consideration. In recent appointments, assistance has been sought from executive search agencies which are signatories of the Voluntary Code of Conduct to help ensure the most diverse talent pools are reached and an approach in line with best practice is adopted.

There is a detailed schedule of matters reserved to the board.

These fall within 12 categories:

• Strategy and management

• Structure and capital

• Financial reporting and controls

• Risk and internal controls

• Contracts

• Communication

• Board membership and other appointments

• Remuneration

• Delegation of authority

• Corporate governance matters

• Policies

• Other matters – such as settling material litigation

The board fulfils a number of its most important functions through its committees. The work of these committees is described below in this report. The terms of reference of each of the committees are available on the Company’s website at

Management decisions, development and implementation of strategy are delegated to management.

key roles in Governance framework

 Chairman of the board Chief Executive Officer  Chief Financial Officer
• Responsible for promoting good corporate governance and ensuring
board compliance with regulatory requirements

• Ensures board effectiveness

• Promotes a culture of challenge, debate, openness and support

• Ensures NEDs receive a comprehensive induction and on-going training to support the
performance of their duties

• Maintains regular contact with major shareholders and conveys their views to the board
• Responsible for developing and implementing the Group’s strategy and plans

• Responsible for the overall management and promotion of the Group

• Manages the Group’s risk profile in accordance with the risk appetite set by the board

• Ensures effective communication between the board and the business

• Manages financial risks in accordance with the risk appetite set by the board and implements effective internal financial control processes across the Group

• Responsible for financial planning to support the Company’s
strategic objectives

• Leads the Group’s finance, internal audit, procurement, information
technology, tax and treasury functions

• Provides regular financial reporting to the board 

 Senior Independent Director  Independent non-executive directors (NEDs)
Company Secretary
• Acts as a sounding board for the chairman and as intermediary for the other directors when needed

• Maintains a balanced understanding of the views of major shareholders

• Maintains regular and effective communication with other directors

• Leads the yearly appraisal of the chairman’s performance

• Chairs the Nomination Committee when it is considering issues directly affecting the chairman
• Challenge constructively

• Monitor managements’ performance against agreed targets

• Satisfy themselves on the integrity of financial information and that financial controls and systems of risk management are effective

• Determine appropriate levels of remuneration of executive directors

• Prime role in appointing directors and in board succession planning
• Secretary to the board and its committees

• Responsible for advising the board through the chairman on all governance, regulatory and legislative matters

• Ensures all directors have access to the advice and services of the
company secretariat

• Responsible for ensuring compliance with board procedures and processes

• Supports the chairman and chief executive officer in preparing and
organising induction programmes for NEDs

corporate governance

The board oversees the Group’s overall governance framework, reviews and approves the strategy, monitors managements’ performance against agreed targets and ensures appropriate controls are in place and operating effectively.

our committees

Our governance structure is designed to enable the board to discharge its responsibilities. 

board culture

Creating and maintaining an effective board culture is vital to ensuring good decision making, healthy debate and challenge and also to set the tone for the rest of the organisation.

selection process

A key element of the selection process for each new board member is to assess whether a particular candidate will bring the right level of challenge, independence and openness. The result is a board where members are both challenging but also supportive of each other.