corporate governance
board of directors
board structure and responsibilities
The group has a unitary board structure with seven independent non-executive directors, including the Chairman of the board and four executive directors. The board provides strategic direction and leadership to enhance shareholder value and ensure long-term sustainable growth of the group.
A number of board committees assist the board in fulfilling its stated objectives. The role and responsibilities of each committee are set out in formal terms of reference, which are reviewed annually to ensure that they remain relevant.
board responsibilities
The responsibilities of the board are set out in the board charter and include:
- defining the business’ strategic intent, objectives and reviewing executive performance in achieving pre-agreed plans and budgets;
- ensuring that our people subscribe to the values which are fundamental to our business;
- ensuring that the company acts responsibly to all our stakeholders including customers, employees, suppliers, franchisees, shareholders, government and communities;
- ensuring that succession plans are in place at senior levels and that the group has a strong and motivated pool of talent;
- ensuring that there is an effective risk management process and system of internal control;
- ensuring compliance with all relevant laws, regulations and accounting principles;
- establishing committees to assist the board in discharging its responsibilities and setting the terms of reference for such committees; and
- evaluating and improving the effectiveness of the board and its committees.
There is a formal delegation of authority, which sets out the categories of business decisions that require approval by the board and/or by one of its committees. Compliance with this delegation of authority is the responsibility of the board and is monitored by the Group secretary and the corporate governance department.
chairman and chief executive officer
The responsibilities of the Chairman and the Chief executive officer remain clearly separate. No individual has unfettered powers of decision-making.
Buddy Hawton is an independent non-executive Chairman who is responsible for providing overall leadership of the board and ensuring that the board operates effectively.
The Chief executive officer, Simon Susman, is responsible for formulating and recommending to the board strategies and policies and ensuring their implementation once approved by the board.
board effectiveness
The board, through its nominations committee, regularly reviews its size and the required mix of skills and experience needed to provide strategic direction and leadership whilst ensuring that the board is representative.
The board has a strong contingent of independent non-executive directors which ensures that independent thought is brought to bear on board decisions. The board structure and integrity of individual directors ensures that no one individual dominates the decision-making process.
A formal board effectiveness evaluation is performed every two years and the last assessment was completed in 2007. The Chairman has continued to ensure that agreed actions from the previous assessment have been implemented, to improve the board’s effectiveness.
directors
All seven non-executive directors, including the Chairman, are independent directors as defined in the second King Report.
To uphold their independence and integrity, directors disclose all material interests as and when they arise. Amendments to these directors’ interests are formally tabled at the board on a quarterly basis and the full list of directors’ interests is tabled annually. Directors recuse themselves from any discussion and decision on matters in which they have or may have a potential conflict of interest.
The non-executive directors have unrestricted access to all company information, records, documents and property. They also have access to management and may meet separately with management without the attendance of executive directors.
The directors may seek professional advice on matters concerning the affairs of the group, and this advice is paid for by the company. A policy setting out guidelines on professional advice for directors is in place.
An induction programme has been designed and adjusted to meet the specific requirements of all new directors. The directors are provided with all the necessary documentation to familiarise them with issues affecting the board. The directors also participate in an attachment programme with all the relevant executive directors and senior management, and undertake site visits to stores, suppliers and distribution centres to assist their understanding of the broad dynamics of the business. The Group secretary manages the formal induction programme. The board recognises that understanding the business is an ongoing process and as such, the Chairman and the Group secretary ensure an appropriate quarterly programme is in place to update non-executive directors on key new business issues and initiatives.
In accordance with the articles of association, a third of the directors are subject to retirement and re-election by shareholders each year. The directors who retire are directors appointed since the last annual general meeting and directors due to retire by rotation. A director may not hold office for more than three consecutive years before standing for re-election.
board meetings
The board meets at least four times a year. Additional meetings are held whenever deemed necessary. Further meetings were held in November and May and were devoted to strategic planning. In addition, regular teleconference meetings were held. Board meetings are scheduled well in advance and management ensures that board members are provided with all the relevant information and facts to enable the board to reach objective and well informed decisions. Board documentation is provided timeously to directors. The details of individual attendance at board and committee meetings are set out here.