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 2021 financial year, six scheduled Board meetings, three Audit Committee meetings and three Remuneration Committee meetings were held and were supplemented by Board and Committee calls in between. In addition, as it does each year, the Board convened and participated in a separate session on the Group’s strategy and five-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. The agenda is further structured to allow members of the senior management team the opportunity to present various subjects to the Board, giving the Board the opportunity to meet senior management and employees, and to develop greater business knowledge and depth of awareness of business-specific opportunities and threats.
Following a gradual return to the office towards the end of 2021, the Board has returned to physical meetings, with the majority of meetings before September being held virtually. Board meetings are scheduled a year in advance to ensure full attendance where possible and all Directors receive papers sufficiently in advance of meetings to enable due consideration. Following Board and Committee meetings, the Board receives copies of the minutes at the next Board meeting and can raise any queries or concerns with the Board or Committee Chairmen.
During the 2021 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 five-year plan;
- monitoring progress of projects being undertaken by the Group;
- 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 and general recruitment and retention;
- approval of large contracts and bids;
- approval of large capital expenditure projects;
- Committee reports and recommendations;
- review of corporate governance reporting and the Group’s policies and procedures;
- review of return-to-work plans across the globe;
- Board and Committee evaluation, reviewing progress of actions from the 2020 evaluation and setting actions for 2021;
- considering the risk registers and the outcome of the risk review, as reviewed in detail by the Audit Committee;
- the approval of the half-year and full-year financial results, upon the recommendation of the Audit Committee;
- the re-appointment of RSM UK Audit LLP as external auditor, upon the recommendation of the Audit Committee;
- reviewing the findings of the 2021 Employee Opinion Survey;
- review and approval of the annual update to the Group’s approach to meeting the requirements of the Modern Slavery Act 2015;
- monitoring the in-sourcing of the IT department and reviewing the cost saving of this initiative;
- 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 Company’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 Secretary and HR team. 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.
All Directors are able to take independent professional advice in the furtherance of their duties, if necessary. In addition, the Directors have direct access to the advice and services of the Company Secretary and Finance Director.
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 the year, the Board identified that there had been an improvement in the communication of the monthly financial information to the Board. The following action points were put in place, and achieved during the year:
- bringing forward the strategy meeting from December to September;
- more frequent meetings of just the Non-Executives; and
- further exposure to the senior leadership team.
As part of the appraisal of each Director, the independence of all Non-Executive Board members is reviewed and evaluated annually. Dr Alison Vincent was appointed to the Board in 2020. Steve Coggins and Michael Butler have served on the Board for 17 and 6 years respectively. Each brings different and complementary high-level experience relevant to the current business and future development of the Group. During 2021, 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. During the year, the Executive team consisted of Paul Webb and David Bedford. Together, they and the senior leadership team were responsible for formulation of the proposed strategic focus for submission to the Board, the day-to-day management of the Group’s businesses and its overall trading, operational and financial performance in fulfilment of the strategy, plans and budgets approved by the Board of Directors, as well as managing key business risks.
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. The functions of a Nominations Committee are undertaken by the Board as a whole. Where necessary and appropriate, a nominations sub-committee is appointed temporarily to fulfil specific tasks. Given the size of the Group, and the size and composition of its Board, the Directors believe it is both practical and beneficial for matters of Board composition and recruitment, Board performance evaluation, Executive and Non-Executive succession planning, and training and development to be undertaken by the Board as a whole. 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.