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Induction

The Group's policy is for all new Directors to undertake a formal and comprehensive induction to the Group upon joining the Board.  The induction process is undertaken by the Company Secretarial department.  On acceptance of appointment all Directors are provided with an induction pack, which includes: their appointment letter and terms; latest accounts and constitutional documents; the business plan, investor presentations, protocol for conflicts of interest; Directors' duties; Group Model Code and Group policies; Board meeting procedures and matters reserved; Board minutes and papers from previous meetings; and meeting dates and contact details.  Substantive induction to the Group's businesses is provided through meetings with senior management and site visits to the Group's operations.  This process was followed during the year upon the external appointment of Michael Butler as an Independent Non-Executive Director in February 2016.

Performance evaluation

The Board is currently in the process of carrying out its annual self-assessment. This includes evaluation of the performance and effectiveness of the Board, of its Committees and of each Director.  The process is led by the Chairman and involves detailed questionnaires and one-to-one reviews of the collective and individual performance of Directors.  The results of the Board and Committee evaluations are the subject of a full, robust and open debate in a Board meeting and actions for improvements are agreed.  Progress against these actions arising from performance evaluations are then monitored and reported on throughout the following year.  The performance of the Chairman is reviewed in the Chairman's absence by the Board, led by the Senior Independent Director.  Directors' individual performance and development objectives are set to support individual and business needs, as well as the action plan for the Board and Committees.

Independence

As part of the appraisal of each Director, the independence of all Non-Executive Board members is reviewed and evaluated annually. Peter Rae, Steve Coggins and Dennis Bate have served on the Board for 19, twelve and eleven years respectively and Michael Butler has served for one year. Each brings different and complementary high-level experience relevant to the current business and future development of the Group. During 2016, and at all times previously, each has addressed all issues facing the Board with a high level of candour, robustness and insight. Their in-depth knowledge of the Group and the electronic surveillance industry, gained from their tenure, combined with their different and complementary skills and knowledge developed from other directorships, provide valuable independent perspectives that contribute to the success of the Group and to the performance and effectiveness of the Board. For these reasons, each of these four Non-Executive Directors is considered by the Board to be independent.


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