CORPORATE GOVERNANCE continued
• Diversity of skills, experience, knowledge and personalities • Commitment to fostering an open and constructively challenging Board dynamic • Sufficient time commitment • Induction • Ongoing development
Composition & commitment
• Individual and Board performance evaluations to provide feedback and identify opportunities for improvement
Information & support
• Accurate and clear information in advance of meetings • Access to Company Secretary and independent advice when needed
During 2015, the Board comprised three executive Directors until Andrew Reynolds Smith’s resignation on 25 September and two executive Directors for the rest of the year. There were five non-executive Directors including the Chairman during the year. Accordingly, more than half of the Board, excluding the Chairman, was composed of independent non-executive Directors. Following the appointments of Kevin Cummings and Phil Swash to the Board in January 2016, the Board comprises four executive Directors and five non-executive Directors including the Chairman. The Board considers that all of the non-executive Directors, excluding the Chairman, are independent and it is not aware of any relationship or circumstance likely to affect the judgement of any Director. The composition of our Board is kept under review by the Nominations Committee to ensure that it retains an appropriate balance of skills, experience, independence and knowledge of the Group to enable it to meet the needs of the business. Collectively the Directors have many years of experience gained across a variety of areas and industries, including finance, engineering and manufacturing, and many have strong international backgrounds, having held executive positions in Asia or the Americas. In 2015 the Nominations Committee considered composition and succession planning in light of Andrew Reynolds Smith’s decision to resign from the Board. Further details can be found on page 69. Following their appointments to the Board in January 2016, Kevin Cummings and Phil Swash will retire and offer themselves for election at the 2016 annual general meeting (AGM). All other Directors will retire and seek re-election at the AGM in accordance with the provisions of the Code. Our biographical details are given on pages 56 and 57. Recommendations for appointments to the Board are made by the Nominations Committee. The Committee follows Board-approved procedures (available on our website) which provide a framework for the different types of Board appointments. Appointments are made on merit against objective criteria with due regard to diversity of skills, experience and gender. The activities of the Nominations Committee during the year are set out on pages 68 and 69.
All Directors are required to allocate sufficient time to the Company to discharge their responsibilities effectively. To this end, the time commitment expected of each non-executive Director is set out in their letter of appointment and non-executive appointees must demonstrate that they have sufficient time to devote to the role. Recognising the benefits that experience on other boards can bring to the Company, executive Directors may accept one external non-executive directorship, excluding the chairmanship of a FTSE 100 company. Any proposed appointment is subject to review and takes into account the Director’s duty to avoid a conflict of interest. During the year, Nigel Stein and Adam Walker accepted non-executive appointments to FTSE companies. These appointments were reviewed and approved by the Board. The time commitment of each Director is reviewed in the Board’s individual performance evaluations and I can confirm that each Director continues to devote sufficient time to their respective roles.
GKN plc Annual Report and Accounts 2015