Governance
Financial Statements
Additional Information
Strategic Report
Activity The Committee met five times during the year ended 31 March 2024, which included the three scheduled meetings and two ad hoc meetings. A key focus of activity for the Committee has been on succession planning, including commencing and completing the search for a new Chief Financial Officer to succeed Andrew Dewhirst in the first half of the year; and commencing the search for a new Non-Executive Director and Remuneration Committee Chair to succeed Maria Bentley. The selection process for each Board role fully takes into consideration the FCA Listing Rules on diversity targets. For further details see page 100. The Committee has also kept under review both existing and new external appointments of the current Directors to ensure that the time commitments arising from these external roles would not affect their continued ability to discharge their duties effectively; and to ensure Directors are not over-boarded and continue to meet the required standards concerning independence. As part of this review, consideration was also given to any charitable or other not-for-profit positions held by the Non-Executive Directors, given that this could also impact their time availability. During the year, the following external appointments were approved: / Mark Batten’s appointment as Non-Executive Director, Chair of the Audit Committee and Senior Independent Director of Weatherbys Bank Limited, as Chair of Assured Guaranty UK Limited where he was already a Non-Executive Director, and as a Non-Executive Director of the parent company, Assured Guaranty Ltd / Maria Bentley’s appointment as Senior Independent Director of Peel Hunt Limited and as Non-Executive Chair of Daiwa Capital Markets Europe Limited, where, for both companies she was already a Non-Executive Director
The Committee’s main responsibilities include reviewing the composition of the Board to ensure it has the right balance of skills, knowledge, experience and diversity to carry out its duties and provide effective leadership. The Committee also leads the selection process and the nomination of candidates for appointment to the Board, ensuring the process is formal, rigorous and transparent and there are appropriate succession plans in place for both the Board and senior management. It is also the Committee’s role to review the results of the annual Board evaluation taking particular regard to feedback relating to composition and succession. The Committee makes recommendations to the Board regarding the composition of the Audit and Risk, Remuneration, Nomination and Property Valuation Committees, taking into account individuals’ time commitments and experience. Terms of reference The Committee’s terms of reference include consideration of the following: / Review and make recommendations regarding the size and composition of the Board; / Consider and make recommendations regarding succession planning for the Board and senior management; / Identify and nominate candidates to fill Board vacancies as they arise; / Review the results of the Board evaluation relating to composition and succession; / Review the time and independence requirements for Directors; and / Recommend the membership of Board Committees. Visit our website picton.co.uk
Routine matters considered by the Committee included reviewing the performance and constitution of the Committee and reviewing its Terms of Reference. Following a detailed review, the Terms of Reference were updated to bring them in line with the UK Corporate Governance Code and best practice and were subsequently approved by the Board. The Committee also oversaw the actions taken in response to the recommendations from the external Board evaluation, carried out in 2023, and considered the feedback from the internal Board evaluation carried out at the beginning of the year, and agreed the actions to be taken in response. See pages 101 to 102 for further detail.
Picton Property Income Limited / Annual Report 2024
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