BOARD PERFORMANCE EVALUATION
The performance evaluation process was undertaken in early 2021 based on a questionnaire which included questions about Board administration, the role of the Chairman, strategy, risk oversight, succession planning and the Board Committee structure. The Company’s auditors and remuneration consultants were also consulted in relation to the operation of the Audit Committee and Remuneration Committee respectively. The review was facilitated by the Company Secretary who is considered a suitable and independent person to conduct this process.
The questionnaire was completed by all Board members and the Chief Operating Officer. A report on the outcome of the evaluation exercise was prepared by the Company Secretary and was presented to the Board at its March 2021 meeting. The report concluded from the feedback to the questionnaire that Cranswick operated an extremely unified, highly functional Board, but recognised the need for continued focus on executive succession planning, Board assessments and greater exposure to the Board of key executives in the Group. Whilst Directors appreciated the necessity for limitations on ‘in person’ meetings as a result of government restrictions and social distancing measures introduced as a result of the COVID-19 pandemic, prolonged reliance on virtual meetings and remote communication was also recognised as having limitations on interaction between Board members.
The Chairman has evaluated the performance of individual Directors through informal discussions and observations. The Senior Independent Non-Executive Director and the other Non-Executive Directors have met, without the Chairman present, to appraise his performance. Overall, the Board considered the performance of each Director to be effective and concluded that both the Board and its Committees continue to provide effective leadership and exert the required levels of governance and control. The Board will continue to review its procedures, effectiveness and development in the year ahead.
As well as considering the results of this year’s performance evaluation, the Board also reviewed performance against the areas identified in the 2019 independent evaluation undertaken by Clare Chalmers and related recommendations which is summarised below:
Greater focus by the Board as a whole on succession planning and broader talent management.
During the year the Board focussed on succession planning for the Chairman and Non-Executive Directors (described in more detail in the FY21 Annual Report). Further consideration will be given during the coming year to succession planning for Executive Directors. Talent management programmes were reviewed by the Group HR Director, however, in view of the limitations imposed by the COVID-19 pandemic no material changes were made to existing programmes.
Consideration of enhancing governance best practice by reviewing board structure and operation.
A management committee consisting of the Executive Directors, Chief Operating Officer, Divisional Managing Directors and other key stakeholders was established to deal with daily operational and commercial issues arising as a result of the COVID-19 pandemic. However, a broader review of the board structure and operation was postponed until after the COVID-19 pandemic.
Board to conduct a review of Board skills.
A review of Board skills was undertaken which established that the Board possessed a broad range of experience and skills relevant to the Group’s businesses including strategic development, food and retail, operational and regulatory experience. The review identified that the Board had limited IT/cyber expertise and environmental/sustainability experience in relation to which other Senior Executives who report to the Board have responsibility and for which additional training has been provided to Directors.
Greater focus by the Board as a whole on strategic matters and avoiding unnecessary operation detail.
The Board has given greater consideration to strategic matters, in particular, focussing on identifying complimentary products and sectors to the Group’s existing business which offer significant growth opportunities.
The Board has also increased its focus on the Group’s environmental and sustainability strategy (described in more detail on pages 24 to 34 of the Strategic Report in the FY21 Annual Report).
Further consideration of stakeholder engagement framework and dialogue with pressure groups.
Whilst the Group’s engagement with the Government, regulatory authorities and certain stakeholder groups increased significantly in relation to the COVID-19 pandemic and Brexit, a full review of its engagement with stakeholders and pressure groups was postponed until after the COVID-19 pandemic.
Improvements to the content and presentation of Board packs.
The Board adopted an enhanced online board portal and the content of Board packs has been improved in relation to the reporting of operational and commercial matters to facilitate greater focus by the Board on strategic matters.