How the Board operates
Board meetings
The Board meets regularly during the year and on an ad hoc basis as required. The Board has arranged to hold at least one Board meeting each year at one of the overseas offices of the Group. This provides senior managers from across the Group the opportunity to present to the Board and to meet the Board members informally. It also provides the Board with an opportunity to assess senior managers at first hand.
The attendance record of each Director is shown in the table below. During 2007, the Board met formally on ten occasions including two formal strategy review meetings held with senior management. In addition to the formal meetings of the Board, the Chairman and Chief Executive maintain frequent contact with the other Directors to discuss any issues of concern they may have relating to the Group or as regards their area of responsibility and to keep them fully briefed on the Group’s operations.
Information flow
Directors have access to a regular supply of financial, operational, strategic and regulatory information to assist them in the discharge of their duties. Such information is provided as part of the normal management reporting process. Board papers are circulated in time to allow Directors to be properly briefed in advance of meetings. In addition, Board meetings generally include a review of the history, performance and future potential of an individual asset or business unit. This is designed to ensure that all material assets are considered on a cyclical basis and to enable Board members to familiarise themselves with the key assets and operations of the Group.
Independent professional advice
All Directors and Committees have access to independent professional advice, at the Company’s expense, as and when required.
Insurance cover
The Company maintains Directors’ and Officers’ Liability insurance cover, the level of which is reviewed annually.
Matters reserved
A formal schedule of matters reserved for Board approval is in place and is reviewed annually. The matters reserved include (amongst others):
- the Group’s overall strategy;
- approval of financial statements, material acquisitions and disposals, material contracts, major capital expenditure projects and budgets; and
- a regular review of the Group’s overall corporate governance arrangements.
Subject to these reserved matters, the Board delegates authority for the management of the day-to-day business and operational matters, primarily to the Chief Executive, the other Executive Directors and certain other senior executives. Certain other matters are delegated to the Audit, Nominations and Remuneration Committees, each of which is described in more detail below.
Attendance at meetings
The attendance of Directors at meetings of the Board and its Committees during 2007 was as follows:
| No. of Meetings | Board (10) | Audit (4) | Nominations (2) | Remuneration (5) |
|---|---|---|---|---|
| Pat Plunkett | 10/10 | – | 2/2 | 5/5 |
| Aidan Heavey | 10/10 | – | 2/2 | – |
| David Bamford | 9/10 | 3/4 | 2/2 | 4/5 |
| Rohan Courtney* | 6/10 | 4/4 | 2/2 | 4/5 |
| Tom Hickey | 10/10 | – | – | – |
| Angus McCoss | 10/10 | – | – | – |
| Paul McDade | 10/10 | – | – | – |
| Steven McTiernan | 10/10 | 4/4 | 2/2 | 5/5 |
| Graham Martin | 9/10 | – | – | – |
| Matthew O’Donoghue | 10/10 | – | – | – |
| Clare Spottiswoode | 10/10 | 2/4 | 2/2 | 3/5 |
| David Williams | 10/10 | 3/4 | 2/2 | 4/5 |
- *
- Rohan Courtney retired from the Board on 31 December 2007
Board performance evaluation
During 2007, the Board considered whether the annual evaluation of it and that of its Committees and Directors should be conducted by way of an internal review as in 2006 or, as in 2004 and 2005, by using the assistance of an external body. The Board concluded that a full external review was appropriate and engaged PricewaterhouseCoopers LLP for this purpose. The review consisted of a tailored questionnaire completed by each Director with a follow-up interview and also a peer assessment.
This review focused on matters such as Board composition and conduct; succession planning; roles and responsibilities of Board members; the administration of Board and Committee meetings; Board discussions; Board induction and training and communications with the wider organisation.
The review concluded that the Board operates effectively and that Board meetings are conducted in a manner that encourages open and honest discussion in an environment of trust and mutual respect. The separation of duties between the Chairman and Chief Executive is clear and the Board Committees function effectively within clear terms of reference. The review identified certain areas for improvement including: a requirement for more formal succession planning for executives and for key non-executive roles; the need to review the balance of the Board between executive and non-executive Directors; to organise and monitor a broader induction and training regime for Directors and for more regular review meetings between the Chairman and each Director. These areas for improvement are now being considered by the Chairman and various related actions and targets will be included in the Board’s own objectives for 2008.
The Chairman has had discussions with each of the Directors on his or her individual performance and separately, the non-executive Directors have reviewed the performance of the Chairman with input from the Executive Directors. The Board is of the view that each non-executive Director commits sufficient time to discharge his or her duties effectively.
Induction
All new Directors receive an induction. This includes a visit to the principal offices of the Group to meet management from each functional discipline and business unit. The Company Secretary also provides new Directors with an overview of their duties as Directors, corporate governance policies and established Board procedures as part of the induction process.
Continuing professional development
All members of the Board have access to appropriate training in respect of their obligations and duties as Directors, and during the year, a number of the Directors attended external seminars on relevant topics. In addition, specific briefings were also given to the Board to ensure Board members remain up to date with current regulations and developments. These included recent developments in company law brought in by the Companies Act 2006 and health and safety legislation.
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