STRATEGIC REPORT
FINANCIAL STATEMENTS
Governance
The Board has delegated responsibility for implementing the strategy and business plans, and for managing risk and operating effective controls across the Group to the Group Chief Executive Officer who is responsible for the day-to-day leadership of the Group in accordance with the purpose, values and culture set by the Board. The Group Chief Executive Officer has established a committee of senior executives to assist him with the discharge of the duties delegated to him by the Board (the “Group Executive Committee”). The Group Executive Committee is responsible for: • implementing the strategy set by the Board and recommending strategic development to the Board; • business risk management and the oversight of the implementation of effective controls to manage and mitigate risks; • executing plans to meet the sustainability commitments that the Board has set; • recommending the business plan and budgets to the Board for approval; • monitoring the Group’s performance; • implementing and oversight of approved policies and processes which govern how we do business and how we interact with our stakeholders; and • development and oversight of initiatives to ensure people within the organisation feel well led, managed and supported with opportunities for development. There is also an Executive Risk Committee (“ERC”), chaired by the Group Chief Risk Officer, which focuses on risk management across the Group.
This includes oversight of risk appetite, risk controls, and regulatory and compliance matters. The ERC reviews reports from management before they are presented to the Group Risk and Compliance Committee. Meeting attendance The Board held seven scheduled Board meetings in 2022 and a meeting to discuss strategy. All scheduled meetings were in person with facilities for virtual attendance for those Directors who could only attend remotely. Various senior executives and external advisers were invited to attend and present on various business development and governance matters, as required. Papers were circulated before each meeting to give the Directors sufficient opportunity to consider the issues to be discussed. In exceptional circumstances where Directors could not attend meetings, the Directors had the opportunity to provide comments and raise any concerns to the Chair in advance of the meeting. The Group Company Secretary attended all Board meetings and he, or his nominated deputy, attended all Board Committee meetings. Minutes and actions are documented, and circulated following each meeting. The table below sets out Directors’ attendance at the scheduled Board and Board Committee meetings in 2022. Additional Board and Board Committee meetings were convened during the year to discuss ad hoc business development, governance and regulatory matters. Mary Phibbs was appointed on 5 January 2023 and is therefore not included in the table below.
Nomination and Governance
Group Risk and Compliance
Board
Group Audit
Remuneration
John Hastings-Bass
Group Chair
7/7 7/7 7/7 7/7 5/6 7/7 7/7 3/3 6/7 7/7
– –
4/4 4/4
4/4 4/4 4/4 4/4
6/6 6/6 5/6
Ian Cormack Paul Bishop 1
Senior Independent Director
Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director
8/8
–
Michelle Cracknell
– –
4/4
– –
-
– – – – – – 0
Mary Kerrigan 2 Steve Melcher 3 Kalpana Shah
8/8 8/8 3/4
3/4
6/6 6/6 2/2
– – – – 0
Clare Spottiswoode 4 David Richardson 5
Executive Director Executive Director
– – 1
– – 1
Andy Parsons
Additional meetings held
4
1 Paul Bishop was unable to attend the Group Risk and Compliance Committee meeting on 23 November 2022 due to prior commitments. 2 Mary Kerrigan was appointed as a Director on 1 February 2022. She was unable to attend the Board meeting on 12 October 2022 due to prior commitments. 3 Steve Melcher retired as a Director on 31 December 2022. He was unable to attend the Remuneration Committee meeting on 23 February 2022 due to prior commitments. 4 Clare Spottiswoode retired as a Director at the conclusion of the 2023 AGM on 10 May 2022. She was unable to attend the Group Audit Committee meeting on 6 April 2022 due to unforeseen travel issues. 5 David Richardson was unable to attend the Board meeting on 12 October 2022 due to a family bereavement.
Board support Directors may seek independent professional advice at the Company’s expense where they consider it appropriate in relation to their duties. All Directors have access to the advice and services of the Group Company Secretary and the Group General Counsel. The role of the Group Company Secretary is to support the Chair and the Board, which includes bringing all governance matters to the attention of the Board and delivering a programme of Board and Committee meetings, training and senior management presentations to ensure that each Director has the information required in a timely manner to discharge their statutory duties. Non-Executive Directors appointment terms Non-Executive Directors’ appointments are subject to review every three years. Their letters of appointment set out the expected time commitment. The need for availability in exceptional circumstances is recognised. Directors are requested to inform the Board of any subsequent changes in their other significant commitments and an indication of the time involved.
The Directors must obtain approval from the Board prior to accepting any additional external appointments. Commitment The Non-Executive Directors have made a significant contribution and remain committed to ensuring the long-term sustainable success of the business during 2022. The Nomination and Governance Committee have assessed the time commitment of the Non-Executive Directors to determine whether they have sufficient time to fulfil their roles. After considering a recommendation from the Nomination and Governance Committee, the Board concluded that the Non-Executive Directors have sufficient time to fulfil their roles. None of the Non-Executive Directors have too many other commitments which would render them unable to devote sufficient time to the Company’s activities. The other Directorships of the Non-Executive Directors are set out in their biographies. None of the Directors are appointed to a FTSE 100 company.
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