Board performance evaluation

The Board engaged Lintstock Ltd to undertake an external evaluation of the performance of the Board. The first stage of the review involved Lintstock engaging with the Chairman and the Company Secretary to set the context for the evaluation and to tailor questionnaires to the specific circumstances of the Company. All respondents were then requested to complete an online questionnaire addressing Board, Board Committees, Chairman and Individual Performance. Interviews were then conducted with members of the Board by two partners from Lintstock to expand upon the issues raised in the questionnaires. The anonymity of all respondents was ensured throughout the process in order to promote the open and frank exchange of views. Lintstock subsequently produced a report which addressed the following areas:

  • The composition and diversity of the Board was reviewed, and the dynamics between the Board members and between the Board and senior management were evaluated, as was the atmosphere in the Boardroom;
  • The management of time at the Board and the Board’s annual cycle of work were considered, and the support afforded to the Board was assessed;
  • The Board’s oversight of strategy was reviewed, and the Board members’ views of the top strategic issues facing the Company were identified;
  • The risk appetite of the Board was evaluated, as was the Board’s management of risk, and Board members’ views as to the key risks facing the Company were identified;
  • The structure of the Company at senior levels, and the succession planning for the Executive Directors and for management beneath the Board, were assessed; and
  • The composition and performance of the Committees of the Board were considered in the review, as was the performance of the Chairman and individual Directors.

Board performance evaluation

Performance Evaluation: The Senior Independent Director > Board/Directors ; Committee/Chairmen > Performance reports / Feedback  > Issues Indentified / Action plan agreed by Board

Overall, the conclusions of the report were very positive but some areas for improvement were identified. These include improving the annual planning cycle; ensuring that each of the Executive Directors makes a fuller contribution to debates and taking a more systematic approach to reviewing outcomes from past decisions and progress against strategic objectives. There was strong alignment on the main challenges and opportunities facing the Group, which are reflected in the 2014 Board Objectives.