CORPORATE GOVERNANCE continued
Performance evaluation Board evaluation PERFORMANCE EVALUATION PROCESS
Each year a performance evaluation of the Board is undertaken. An external evaluation is carried out every three years. Following the external evaluation conducted in 2013, we undertook internal evaluations in 2014 and 2015. The evaluation process is described opposite. Feedback from the evaluation was very positive. In particular, members felt that the Board was strong, well chaired and that there was a good amount of challenge with well structured discussion and frank and open debate. Progress against our key actions for 2015 and the 2016 key actions agreed by the Board following discussion of the evaluation results are set out below.
Together with the Company Secretary, I agree areas of focus that we believe to be critical to the Board’s effectiveness. For 2015 these included: • effectiveness of the Board decision-making process and the quality of debate • strategy and process • Board composition • succession planning • risk and risk management systems • culture.
The individual performance of the Directors was evaluated and feedback was provided during one-to-one sessions with me. I can confirm that each Director continues to make a very valuable contribution to the Board and devotes sufficient time to the role. My evaluation was undertaken by the Senior Independent Director taking into account the views of the other Directors.
Extensive one-to-one interviews conducted by the Company Secretary with each Director Summary of results presented to the Board for discussion Key actions agreed by the Board
Committee evaluations were carried out as part of this process; details of these evaluations can be found in the relevant committee report.
2015 key actions Area of focus Strategy Key action
Divisional strategies to be discussed in the context of long-term market and technology trends, with input from external experts.
2016 key actions Progress Key action
External experts were invited to the Refine the strategy process to ensure there is adequate time to Board strategy meeting to update debate the key issues. us on long-term market and technology trends. Major projects and contracts to be taken to the Board at the earliest possible stage. KPIs were expanded to provide a better balance between financial and non-financial measures and are reported to the Board on a bi-annual basis. The internal control systems of each division relating to procurement risk to be reviewed.
KPIs relating to principal key risks to be revised and reported to the Board.
The internal control systems of each Risk management systems were reviewed and strengthened where division relating to quality, appropriate. programme management and contracting to be reviewed.
Third line of defence in key risk areas to be reviewed. Actions arising from the divisional risk reviews to be tracked. Increase focus on succession planning for the Executive Committee and throughout the Group.
Increase senior management’s level Divisional chief executives and certain other senior executives of exposure to the Board to attended Board meetings when accelerate development. relevant to their expertise.
GKN plc Annual Report and Accounts 2015