Strategic Report
Financial Statements
Governance
95
BOARD LEADERSHIP
Composition
COMPOSITION The composition, skills, experience and diversity of the Board continued to be assessed by the Committee during the year. The Committee considered whether there is a diverse mix of skills, knowledge, expertise and backgrounds to enhance decision making, reduce the risk of groupthink and support the robust management of risk. As part of the skills and competency review, the Committee considered the Directors’ current attributes, which are set out in the skills and expertise matrix on page 97. The Board comprises individuals with significant financial services and actuarial experience, which continues to be valuable in supporting the complex matters that arise in the business. The Committee considered the needs of the Board to support the Group’s growth ambitions. The short term priority is to appoint an additional independent Non-Executive Director with relevant risk management expertise. The Committee determined that the current mix of Executive and Non-Executive Directors is appropriate, preventing the Board from being too large and ensuring that it remains predominantly independent. The Committee was also satisfied that there is collective experience, expertise, diversity and cultural alignment to set and challenge the Group’s sustainable longer-term strategy and understand the needs of the business to achieve its growth ambitions. To ensure that the Directors maintain relevant skills and knowledge of the Group, their training needs are reviewed regularly. A comprehensive training programme is in place as covered in more detail in the Governance in Operation report. BOARD AND COMMITTEE CHANGES In January 2025, Kalpana Shah informed the Board of her decision to resign as an independent Non-Executive Director as of 1 March 2025. The Committee is leading the recruitment process for the appointment of a new independent Non-Executive Director and Chair of the Group Risk and Compliance Committee (“GRCC"). A summary of the process is shown on the last page of this report. A role specification has been agreed by the Committee and the Board’s commitment to recruiting diverse talent is an important consideration as part of the search process. External search consultancy, Russell Reynolds Associates (“RRA"), which has no connection to the Company or any Director, has been appointed to facilitate this search. RRA has adopted the voluntary code of conduct addressing gender diversity and best practice in search assignments. On 31 January 2025, Michelle Cracknell was appointed as a member of the Group’s Audit Committees. The Committee was satisfied that Michelle has relevant experience and insight to bring valuable contributions to the Audit Committees’ deliberations. Following consideration by the Committee and the Board, I have been appointed as interim Chair of the GRCC to ensure its smooth operation pending the appointment of a new Committee Chair. CONFLICTS OF INTEREST Each Director has a duty to disclose any actual or potential conflict of interest, as defined by law, for consideration and approval by the Board. This requirement is supported by an annual authorisation process, in which the Committee reviews the Directors’ conflicts of interest register and seeks confirmation from each Director of any changes or updates to their position. INDEPENDENCE The independence of the Non-Executive Directors was considered by the Committee as part of the Board performance review. The independence criteria set out in the Code was taken into consideration as part of the review in addition to the Directors’ conflicts of interest. The Committee concluded that over half of the Board (excluding the Chair) are independent in the manner required by the Code and that they continue to demonstrate independence in both character and judgement. Each of the current Non-Executive Directors that
MEMBERS John Hastings-Bass Michelle Cracknell
Chair
Independent Non-Executive Director
Mary Phibbs
Senior Independent Director
There has been no change in membership during the year. Committee meeting attendance can be found on P83 . Biographies of Committee members can be found on P72-74 .
GENDER DIVERSITY
05 March 2025 Male
1 2
Female
31 December 2024 Male
1 2
Female
ETHNIC DIVERSITY
05 March 2025 Asian
0 0 0 3 0 0 0 0 3 0
Black Mixed White Other
31 December 2024 Asian
Black Mixed White Other
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