Governance Corporate Governance Report continued
The role of the Board The Board is responsible for the long-term success of the business. It provides leadership and direction, with due regard to the views of all of the stakeholders in the business. The Board operates in an open and transparent way, and seeks to engage with its shareholders, employees, occupiers and local communities. The Board has full responsibility for the direction and control of the business, and sets and implements strategy, within a framework of strong internal controls and risk management. It establishes the culture and values of the Group. The Board has a schedule of matters reserved for its attention. This includes all acquisitions and significant disposals, significant leasing transactions, dividend policy, gearing and major expenditure. The Board has collectively a range of skills and experience that are complementary and relevant to the business. These are set out in the biographies of the individual Directors on pages 66 and 67. Boardmeetings The Board has a regular schedule of meetings. The Board has at least two meetings each quarter; the first of which focuses on operational matters, and the second covers strategic issues and longer-term planning. External advisers are invited to attend Board meetings on a regular basis. All meetings this year have been held remotely.
Board changes On 1 September 2020 Richard Jones was appointed to the Board as a Non-Executive Director. Richard became Chair of the Property Valuation Committee on 1 October 2020, replacing Roger Lewis, who stepped down from the Board on 30 September 2020. Lena Wilson was appointed to the Board on 1 January 2021, and took over as Chair of the Company on 1 February 2021. Nicholas Thompson, the previous Chair, retired from the Board on 31 January 2021. Nicholas Wiles resigned from the Board on 20 May 2020. Composition The Board currently comprises the Chair, two Executive Directors and three independent Non-Executive Directors. All of the Directors will stand for re-election at the forthcoming Annual General Meeting. As at 31 March 2021 the Board comprised 50% independent Non-Executive Directors.
Board Committees The Board has established four Committees: Audit and Risk, Remuneration, Property Valuation and Nomination. These are comprised entirely of Non-Executive Directors and operate within defined terms of reference. The terms of reference are available on the Company’s website. Attendance at Board and Committeemeetings Date appointed Board Audit and Risk Remuneration Property Valuation Nomination Nicholas Thompson 15.09.2005 8/8 – 7/7 4/4 3/3 Lena Wilson 01.01.2021 2/2 – 2/2 1/1 – Michael Morris 01.10.2015 9/9 – – – – Andrew Dewhirst 01.10.2018 9/9 – – – – Mark Batten 01.10.2017 9/9 3/3 8/8 4/4 3/3 Maria Bentley 01.10.2018 9/9 3/3 8/8 4/4 3/3 Roger Lewis 31.03.2010 5/5 1/1 3/3 2/2 2/3 Richard Jones 01.09.2020 5/5 2/2 5/5 2/2 0/1 Nicholas Wiles 01.01.2020 2/2 – 2/2 1/1 1/1 Total number of meetings 9 3 8 4 3
The above meetings were the scheduled Board and Committee meetings. Additional meetings were held to deal with other matters as required and are not included above.
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