Role of the Board
Great importance is placed on a well-informed and decisive Board. Board meetings are held regularly throughout the year. In the 2017 financial year, six scheduled Board meetings and nine Board Committee meetings were held. In addition, as it does each year, the Board convened and participated in a separate two-day session on the Group's strategy and three-year plan.
The Board has adopted a schedule of matters reserved for its consideration and those delegated to Board Committees. The Board’s responsibilities include setting the Group’s overall business and commercial strategy; setting and monitoring business objectives to achieve the strategy; setting and monitoring annual budgets and financial and capital plans; and considering Group policies and any major investments or organisational changes.
Agenda items scheduled for every Board meeting include strategy, business performance, operations, human resources, finance and governance. The agenda is reviewed and agreed by the Chairman to ensure that the Board addresses the right issues at the right times and that sufficient time is allowed for appropriate consideration and debate.
Following Board Committee meetings, the Board receives copies of the Committees’ minutes at the next Board meeting and can raise any queries or concerns with the Committee Chairmen.
Board meetings are scheduled in different Group offices to give the Board the opportunity to meet local management and employees, and to develop greater business knowledge and depth of awareness of business-specific opportunities and threats. All Directors receive papers sufficiently in advance of meetings to enable due consideration.
During the 2017 financial year, matters dealt with by the Board included:
- review and monitoring of Group strategy and progress against business objectives;
- operational and financial performance of the Group;
- Group budgets and three-year plan;
- approval of financial statements and dividend policy;
- risk management oversight; review of internal controls and monitoring of the Group's risk registers;
- Board and senior management succession planning;
- approval of large contracts and bids;
- approval of large capital expenditure projects;
- Committee reports and recommendations;
- review of corporate governance reporting;
- Board and Committee evaluation, reviewing progress of actions from the 2016 evaluation and setting actions for 2017/18;
- The possible impacts of the result of the UK's EU referendum;
- considering the risk registers and the outcome of the risk review, as reviewed in detail by the Audit Committee;
- the re-appointment of KPMG LLP as external auditor, upon the recommendation of the Audit Committee, following a competitive tender of the audit services contract;
- reviewing the findings of the 2017 employee opinion survey;
- reviewing corporate governance matters including: the review and approval of the annual update to the Group’s approach to meeting the requirements of the Modern Slavery Act 2015; and monitoring the programme of work to ensure compliance with the EU General Data Protection Regulation;
- monitoring the progress of the Customer Excellence Programme and the Market Development Programme; and
- reviewing the Group’s product development roadmap and technological developments in the industry.
Board performance and effectiveness
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 share dealing 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.
The Board carries out an annual self-assessment of its performance. 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 is then monitored and reported on throughout the following year.
As a result of the evaluation process during 2017, the Board identified and agreed five action steps for 2017/18 focussed on:
- widening the scope of the annual Board strategy review to include a more in-depth review of potential future industry scenarios based on emerging technology applications;
- extending the Board’s access to expert views on technology developments in the wider industry;
- building on the recent progress in Board-level risk assessment and management processes;
- further refining the content and use of the template developed for effective monitoring of progress against the Company’s strategic objectives across all business areas; and
- increasing the number and frequency of attendance of senior managers at Board meetings.
As part of the appraisal of each Director, the independence of all Non-Executive Board members is reviewed and evaluated annually. Peter Rae and Steve Coggins have served on the Board for 20 and 13 years respectively, and Michael Butler has served for two years. Each brings different and complementary high-level experience relevant to the current business and future development of the Group. During 2017, 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 three Non-Executive Directors is considered by the Board to be independent.
Retaining and developing our best people is critical to our success. We are delighted that we have been able to fill a series of senior positions in recent years through internal succession planning, including the Chief Executive, the Finance Director, and three key leadership roles. Appointments to senior management and Board positions are made following a robust search and selection process, typically with the assistance of specialist search agencies.
Succession planning for Board and senior management is a function of the Board, which fulfils the responsibilities of a Nominations committee. Where necessary and appropriate, a Nominations sub-committee is appointed temporarily to fulfil specific tasks. All such matters are regularly scheduled on the Board’s agenda and are discussed thoroughly and robustly, incorporating the detailed perspectives and experience of all Directors.
The Group aims to offer appropriate remuneration packages and incentive arrangements, together with an agile environment which encourages and rewards excellent performance, in order to mitigate this risk. In addition the Group actively reviews its succession planning objectives and, in recent years, has increased its focus on personal development reviews and the provision of relevant training for all members of staff.