Composition, Succession and Evaluation/Continued
Terms of reference The Committee’s terms of reference include consideration of the following issues: ‒ 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; ‒ Review the time requirements for Directors; and ‒ Recommend the membership of Board Committees.
Establish an ongoing programme of shareholder engagement with clarity on roles
Discussions on shareholder engagement have taken place at all Board meetings during the year and a programme of engagement has been put in place principally for the Chair, the Chief Executive and the Chair of the Remuneration Committee. A series of external advisers and other third parties have provided input to both Board and strategy days on key topics identified by the Board. Relevant external communications have been reviewed and updated to include appropriate wording. Governance and company secretarial updates are included in Board packs. Governance was further considered in this year’s external Board evaluation and the resulting recommendations are being actioned. Director training has taken place through external speakers at Board meetings and attendance at relevant seminars and/or webinars. A corporate calendar covering the Board and its Committees has been implemented. The Chair regularly discusses governance topics, changes and updates with the Company Secretary and the Board is advised accordingly.
Incorporate relevant external perspectives to Board meetings and strategy sessions Review strategy statements to ensure they reflect ambition Highlight relevant governance updates in Board packs Establish external annual review of governance and director training
Prepare annual governance calendar Ensure proactive approach to governance topics
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Focus on key items in Board materials and discussions Board agendas clearly state key decision items allowing these to be prioritised for discussion. Reduce business as usual topics Items for the Board to note are highlighted as such and dealt with after key decision items. Implement thematic calendar for meetings This has been implemented as part of the corporate calendar. Develop focused risk reporting for Board A new risk radar document has been implemented which summarises principal and emerging risks together with an assessment of impact and likelihood. This is reviewed by the Audit and Risk Committee on a regular basis.
Activity The Committee met twice during the year ended 31 March 2023 and considered the following matters: ‒ The performance and constitution of the Committee; ‒ The time commitment required from Non-Executive Directors; ‒ The changes to the Listing Rules in respect of diversity targets; ‒ The external Board evaluation for the current year and the recommendations arising from it; and ‒ Succession planning for the Executive Directors. Board evaluation In accordance with the requirements of the Code, the Board undertakes a review of the effectiveness of its performance and that of its Committees every year. An external review is normally carried out every three years, with internal reviews in the intervening years. In 2022 the Board carried out an internal review of its effectiveness. The following sets out the actions that were identified following the review together with the progress made since the review.
Undertake in-depth reviews of specific risk areas
This year we have appointed BDO as internal auditor to the Group. They have carried out three in-depth reviews this year, covering cyber security, key financial controls and debt covenants. The results of these reviews are discussed in the Audit and Risk Committee report. The internal audit plan for 2023/24 has been agreed with the Audit and Risk Committee, and will cover property and lease management, and valuations. The composition of the Board and succession planning are discussed at the Nomination Committee meetings. In addition to the annual employee engagement survey, we have established regular informal meetings between the Board and the rest of the team following each in-person Board meeting.
Ensure annual review of Board composition
Establish programme of engagement with team
Picton Property Income Limited Annual Report 2023
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