Strategic Report | Governance | Financial Statements | 85
2023 Board evaluation findings The findings of the Board evaluation were positive, with progress thought to have been achieved across a number of areas considered in previous reviews. Areas which scored well included the clarity of strategic purpose, the relationship between the Group Chair, Non-Executive Directors and the Group Chief Executive Officer, and the Directors’ contribution to the development of the Group’s strategy and growth ambitions.
The review concluded that the Board, its Committees and individual Directors continue to operate effectively and demonstrate a high level of skills, knowledge and experience. The findings further affirmed strong Board composition, with good levels of diversity and mix of tenure which has brought new perspectives to the Board in its discussions and decision making. Various opportunities for improvement and refinement were identified as set out in the table below. The Group Company Secretary has devised an action plan which will be owned by the Nomination and Governance Committee, with periodic progress reports provided to the Board.
Focus areas
Commentary and actions for 2024
Board administration
In line with the continued growth ambitions of the Group, a reassessment of the administration of the Board agenda is required to facilitate sufficient time for the Board to debate and constructively challenge strategic matters. As part of this reassessment, regard is also to be given to the inclusion of the outcomes from debates on proposals that are held prior to their presentation to the Board. Agreed actions by the Board: • Reassess the administration of the Board timetable and agenda to ensure sufficient time is allocated to the presentation of strategic initiatives. • Ensure that Board papers sufficiently detail the debate and challenge that has taken place through the development process of Board proposals.
Culture The Board acknowledged the importance of ensuring the ongoing alignment of culture to the Group’s purpose. In order to continue to fulfil its oversight responsibilities, it was agreed that the reporting should be revisited and enhanced, where appropriate, to ensure the Board continues to receive the appropriate level of information to enable it to effectively assess and monitor culture. Agreed actions by the Board: • At least bi-annually, the Board are to discuss the Group’s management of culture, with a key focus on topics such as the results from employee surveys. Effective control environment It was acknowledged that as the business continues to grow, it is important to ensure that the control environment and three lines of defence remain effective, and it was agreed that they should be closely monitored to assess whether they remain effective. Agreed actions by the Board: • A nested meeting of the Group Audit Committee and GRCC is to be held to discuss the control environment and ensure that all areas remain effective and interconnected. • Consider the recent changes to the Code and oversee the implementation of additional processes and procedures, where required, to ensure compliance by 1 January 2025.
Nomination and Governance Committee The principles of section 3 of the Code on composition, succession and evaluation are applied in practice through the activities undertaken by the Nomination and Governance Committee, to which the Board has delegated responsibility. The Nomination and Governance Committee report sets out, as required by Provision 23 of the Code: • the responsibilities delegated to the Nomination and Governance Committee; • the process used for the appointments of Executive and Non-Executive Directors; • the approach to succession planning; • the Board’s policy on diversity, equity, inclusion and belonging; and • diversity of senior management.
AUDIT, RISK AND INTERNAL CONTROL Preparation of the Annual Report and Accounts
The Board takes care to present a fair, balanced and understandable assessment of the Group’s position and prospects. The Board believes that the Annual Report and Accounts are fair, balanced and understandable, and provide the information necessary for shareholders to assess the Group’s position, performance, business model and strategy. The going concern statement and a review of whether there are any material uncertainties to the Group’s ability to continue to adopt the going concern basis of accounting in respect of the Annual Report and Accounts is set out in the Group Audit Committee report and Directors’ report. The Viability statement is on page 65. Assessing emerging and principal risks The Board determines the nature and extent of the risks that it is willing to take to achieve its strategic objectives when setting its risk appetite framework. The Directors assessed the emerging and principal risks facing the Group, including risks that would impact its business model, future performance, capital and liquidity constraints. A description of the principal and emerging risks including the procedures in place to identify emerging risks is covered in the section on principal risks and uncertainties.
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