Board Responsibilities

During the year, the Board generally schedules six formal meetings, and then on an ad hoc basis as required. Board meetings are well attended, and Board and committee attendance is set out in the following table:

  Main Board Audit Committee Renumeration Committee Nomination Committee
Ian Durant 7/7 - - 9/9
Roger Whiteside 7/7 - - -
Richard Hutton 7/7 - - -
Helena Ganczakowski 7/7 4/4 6/6 8/9
Kate Ferry 7/7 4/4 5/6 9/9
Sandra Turner 7/7 4/4 6/6 9/9
Mohamed Elsarky 4/4 2/2 2/3 2/5
Peter McPhillips 3/5 2/3 2/4 4/5

 

Notes:

Mohamed Elsarky joined the Board on 21 June 2021. For a period towards the end of the year he was undergoing medical treatment in Australia and was not able to attend all of the scheduled Nominations and Remuneration Committees.

Roisin Currie joined the Board on 1 February 2022, and consequently was not present at Board meetings during the year other than as an attendee on various topics.

Peter McPhillips stepped down from the Board on 31 July 2021. He did not attend the strategy meeting held in June 2021, and was absent during a suite of meetings held in May for personal health reasons.

 

 

All Directors are invited to attend the Audit Committee, and the Chief Executive attends the Remuneration and Nominations Committees. In addition, the Non-Executive Directors meet formally twice each year and from time to time, as required.

The Board has a policy on the separation of the roles of the Chairman and the Chief Executive. The Chairman sets the agenda for Board meetings in accordance with a specific Schedule of Matters Reserved policy (which is reviewed and approved annually), and ensures that the Board is supplied, in a timely manner, with information in a form and of a quality appropriate to enable it to discharge its duties.

The Board considers that it effectively leads and controls the Company. All Directors take decisions objectively and in the interests of the Company. The Non-Executive Directors scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance. All Directors receive induction training on joining the Board and regularly update and refresh their knowledge through reading, attendance on relevant courses and/or activities outside the Company.

As part of the process of maintaining an awareness of the Company’s activities and assessing the ability of the management team, members of the senior management team are invited to attend Board meetings and/or to present papers to the Board. This process also affords senior managers the opportunity to bring matters to the attention of the Board.

The Board sets itself a Rolling Agenda, which facilitates agenda planning for scheduled meetings across the year. In this way the Board monitors its activities and ensures that it is operating effectively. Standing items include progress with strategic objectives, financial and operational performance, health & safety and food safety, and governance developments.