ADDITIONAL INFORMATION continued
The Directors who served during the financial year were as follows:
Position as at 31 December 2015 Service in the year ended 31 December 2015
Mike Turner Nigel Stein Angus Cockburn Tufan Erginbilgic Shonaid Jemmett-Page Richard Parry-Jones Andrew Reynolds Smith Adam Walker
Chairman Chief Executive Independent non-executive Director Independent non-executive Director Independent non-executive Director Senior Independent Director N/A Group Finance Director and Chief Executive GKN Land Systems
Served throughout the year Served throughout the year Served throughout the year Served throughout the year Served throughout the year Served throughout the year Resigned 25 September 2015 Served throughout the year
Membership of the Board and biographical details of the Directors in office at the date of this report are shown on pages 56 and 57. Further details relating to Board and Committee composition are disclosed in the corporate governance statement. Following their appointment to the Board in January 2016 and in accordance with the Company’s articles of association, Kevin Cummings and Phil Swash will retire and offer themselves for election at the 2016 AGM. All other Directors in office will retire and offer themselves for re-election at the 2016 AGM in accordance with the UK Corporate Governance Code. The articles of association provide that a Director may be appointed by an ordinary resolution of shareholders or by the existing Directors, either to fill a vacancy or as an additional Director. Further information on GKN’s internal procedures for the appointment of Directors is given in the corporate governance statement. The executive Directors serve under contracts that are terminable with 12 months’ notice from the Company and six months’ notice from the executive Director. The non-executive Directors serve under letters of appointment and do not have service contracts with the Company. Copies of the service contracts of the executive Directors and the letters of appointment of the non-executive Directors are available for inspection at the Company’s registered office during normal business hours and will be available for inspection at the Company’s AGM. The Directors’ remuneration report, which includes the Directors’ interests in GKN shares, is set out on pages 76 to 91.
Pursuant to the articles of association, the Company has executed a deed poll of indemnity for the benefit of the Directors of the Company and persons who were Directors of the Company in respect of costs of defending claims against them and third-party liabilities. These provisions, deemed to be qualifying third-party indemnity provisions pursuant to section 234 of the Companies Act 2006, were in force during the year ended 31 December 2015 and remain in force. The indemnity provision in the Company’s articles of association also extends to provide a limited indemnity in respect of liabilities incurred as a director, secretary or officer of an associated company of the Company. A copy of the deed poll of indemnity is available for inspection at the Company’s registered office during normal business hours and will be available for inspection at the Company’s AGM. The Company has also arranged appropriate insurance cover for legal action taken against its Directors and officers.
Conflicts of interest