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A performance evaluation process was undertaken based on an online questionnaire. This was facilitated by the Company Secretary who is considered a suitable and independent person to conduct this process.

Evaluation process

The Board evaluation was conducted via an online questionnaire and focused on a range of governance matters, including:

  • Implementation of the 2022/23 external Board effectiveness review
  • Board composition
  • Leadership and succession planning
  • Board dynamics and decision-making
  • Strategy, purpose, values and culture
  • Operation of Board Committees
  • Board logistics and secretariat support
  • The Board’s advisers

In addition, the views were sought from senior executives who interact regularly with the Board and the Board’s remuneration advisers and auditors in relation to the operation of the Remuneration Committee and Audit Committee.

The Company Secretary then prepared a Board Report summarising the key findings and themes arising from the responses to the questionnaire. The report was then presented to the Board and discussed at its April meeting.


The report found that the Board continues to operate effectively in a collegiate manner with a strong sense of common purpose and included a good balance of challenge and support to management. The report concluded that the Directors had the necessary skills required for the effective governance of the Company, but recognised that greater digital and cyber experience at a Board level would be an advantage.

The report considered progress in relation to the recommendations made the previous year when, in accordance with corporate governance best practice, an independent external assessment of board effectiveness had been undertaken by Clare Chalmers which had identified scope for further improvement in a number of areas which the Board considered, including the following:

  • The need for a more formal, structured approach to long-term executive succession planning: A formal succession plan has been developed by the CEO and Group HR Director which has been reviewed by the Nomination Committee and covers key management roles, however, the Board effectiveness evaluation identified the requirement for further progress in relation to development and training of the succession pipeline within the Group, which will be addressed over the coming year.
  • A more central role for the Board in articulating and overseeing strategic aims of the business: Board meetings over the year have been more focused on strategic matters with a review of forward agendas for the next financial year having been undertaken to maintain attention to strategic priorities. The Board review acknowledged that progress had been made and that the momentum to reorientate the Board’s focus should be continued.
  • A deeper understanding of certain risks faced by the Group and to test the Board’s appetite for risk: A number of deep dive reviews have been undertaken by the Audit Committee and the Board has undertaken a review of the Group’s appetite for risk, which is reflected in the principal risks and uncertainties summarised in the Strategic Report on pages 68 to 72. Further deep dive reviews of key risks by the Audit Committee will be undertaken during the year.
  • Further development of the ESG Committee in relation to the social aspects of its remit: Whilst the review identified that further progress is required, it was noted that the Group had now established a Social Impact Committee and that considerable progress had been made.
  • Consideration of the frequency and duration of Board and Committee meetings with less emphasis on operational matters: The Board schedule for the coming year has been reduced to eight scheduled meetings, with a range of more strategic topics, and less emphasis on operational matters included in the Board’s forward agenda.