Board Performance Evaluation

During Autumn 2019, the Board conducted its triennial external evaluation of its own performance and that of its Committees and individual Directors in accordance with the requirements of the 2018 Corporate Governance Code and recommendations of the Financial Reporting Council’s Guidance on Board Effectiveness.

The Company conducted a tender process led by the Chairman and the Company Secretary to appoint consultants to conduct the Board Performance Evaluation, with support from the Non-Executive Directors. The Company appointed Clare Chalmers, who is a highly experienced and independent provider of board evaluations and who has not previously provided any services to the Company or otherwise has any other connections to the Group.

The evaluation exercise undertaken by Clare was agreed with the Chairman and involved individual meetings with all members of the Board, the Chief Operating Officer and Company Secretary. Clare also interviewed the Company’s auditors and remuneration consultants, attended Board and Committee meetings and reviewed board packs and minutes of meetings.

Clare Chalmers’ evaluation report was robust and informative and provided a valuable independent external perspective on the Group’s governance. In connection with the presentation of the evaluation report Clare made a number of recommendations which the Board considered and intends to implement once practical to do so in light of COVID-19 related restrictions, including the following:

 

 

Recommendation  Actions
Greater focus by the Board as a whole on succession planning and broader talent management.

Further Committee discussion will be undertaken during the year on succession planning.

Talent management programmes to be reviewed by Group HR Director supported by external consultants.

Consideration of enhancing governance best practice by reviewing board structure and operation. Further Committee discussion will be undertaken in relation to the structure and operation of the Board, which will involve greater participation by the Company Secretary.
Board to conduct a review of Board skills. Review to be undertaken during the year culminating in a Board skills matrix which will be reviewed annually.
Greater focus by the Board as a whole on strategic matters and avoiding unnecessary operation detail.

The format and duration of Board meetings has been reviewed with greater use of Baord presentations and dinners proposed to enable more discussion of strategic matters.

The Company will also undertake a dedicated annual strategy review day with Non-Executive Directors.

Further consideration of stakeholder engagement framework and dialogue with pressure groups. The Board proposes undertaking a full review of its engagement with stakeholders and pressure groups later this year.
 Improvements to the content and presentation of Board packs. Format of Board Reports and management of agenda reviewed and an enhanced online board portal has been adopted to facilitate improved board reporting.

 

The Company expects to update shareholders on the progress made in relation to the matters identified above in its 2021 Annual Report.

The summary of the Board Performance Evaluation set out above has been reviewed and approved by Clare Chalmers.

The Board also reviewed performance against the areas identified in the 2019 evaluation which recognised the need for continued focus on succession planning and strategy given the complexity of the Group and dynamic markets it operates in. It was recognised that progress had been made in relation to succession planning although this required additional focus and that a number of Board briefing sessions had been held on key areas including Brexit and ASF at which relevant parts of the Group’s strategy had been reviewed.