Board and committee attendance
Attendance at relevant meetings of the Board and of the Audit & Risk, Remuneration and Nominations Committees held during 2015 was as follows: Nominations Remuneration Audit & Risk
Board (10 meetings) Committee (6 meetings) Committee (9 meetings) Committee (4 meetings)
Chairman Mike Turner Executive Directors Nigel Stein Adam Walker Non-executive Directors Angus Cockburn Tufan Erginbilgic1 Shonaid Jemmett-Page2 Richard Parry-Jones3 Former executive Director Andrew Reynolds Smith4
1 2 3 4
10 10 10 10 9 9 8 7/7
— — — 6 5 6 5 —
— — — 9 8 9 8 —
4 4 — 4 4 3 3 —
Tufan Erginbilgic was unable to attend the September Board and committee meetings due to a prior business commitment. Shonaid Jemmett-Page was unable to attend short-notice Board and committee meetings in July due to overseas commitments. Shonaid received the Board and committee papers before these meetings and confirmed her agreement to the proposals therein. Richard Parry-Jones was unable to attend Board and committee meetings in November and December due to illness. Andrew Reynolds Smith resigned from the Board on 25 September 2015 and therefore was only eligible to attend seven meetings.
On joining the Board, a Director receives a tailored induction to suit the individual’s background and experience. This includes: • a comprehensive induction pack with background information about GKN, details of Board meeting procedures, and Directors’ duties and responsibilities in addition to a number of other governance-related issues • a briefing with the Company Secretary who is responsible for facilitating the induction of new Directors both into the Group and as to their roles and responsibilities as Directors • meetings with the Chief Executive and with relevant senior executives to be briefed on the Group strategy and each individual business portfolio • plant visits • external training where appropriate, particularly on matters relating to the role of a Director and the role and responsibilities of Board committees.
• Changes to the UK Corporate Governance Code • Company culture • Governance around equity raising • Long-term market and technological trends • Leadership and management development • Cyber security • The audit committee’s role in disaster recovery planning, crisis management and resilience
Information and support
Directors are continually updated on the Group’s businesses, the markets in which they operate, and changes to the competitive and regulatory environment through briefings to the Board and meetings with senior executives. Non-executive Directors are encouraged to visit Group operations in addition to formal Board visits to increase their exposure to the business. I discuss training and development needs with each Director as part of our annual individual performance evaluation process. The Company Secretary keeps under review the suitability of external courses so that any needs identified either through the evaluation process or on an ad hoc basis can be addressed. During the year Directors received training and formal updates on governance, strategy and risk from external experts as shown in the table opposite.