Page 26 - Hardide-Annual-Report-2021
P. 26

 26 Corporate Governance Statement
CORPORATE GOVERNANCE STATEMENT 2020-21
CORPORATE GOVERNANCE CODE PUBLISHED BY THE QUOTED COMPANIES ALLIANCE (THE ‘QCA CODE’)
The Group has adopted formally the QCA Code published in April 2018. It remains the policy of the Board to comply with the Code wherever it is practicable to do so. The following statements set out how the Group complies with the salient aspects of the Code.
THE BOARD
Attendance
During the year, regular scheduled Board meetings were held each month, with Committee meetings scheduled quarterly or called as required. As shown in the table below, all directors attended each Board meeting for which they were eligible and members of each Committee Board also attended each meeting for which they were eligible.
    Board Meetings1
 NEDs only
  Meetings of Board Sub-committees2
  Scheduled Monthly
  Additional
 Audit3
 Remuneration & Nomination
 Risk
  Intellectual Property
 R J Goddard
   12
 7
   2
  1
    4
  4
 P D Kirkham
 12
 7
     4
  4
 S A Hallam
 12
 7
     4
   Y N Zhuk
 12
 7
       4
 A R Boyce
 12
 7
 2
   7
    T J Rice
  12
  7
  2
   1
  7
       1 Where a Board-level decision is required to consider and accept a recommendation from a Board Committee, a single purpose Board meeting may be convened.
2 In some instances, directors who were not members of a Committee at the date of its meeting, attended by invitation some or all parts of the meetings of the Audit, and Remuneration & Nomination Committees.
3 A second meeting, applicable to the FY21 reporting year, was held after the end of the financial year
Non-executive director only meetings
Two ‘NEDs-only’ meetings took place in this financial year. They serve to bring together matters better covered in this way and supplement the ongoing but less-formal contact between and among non- executive directors.
These meetings have formal agenda and minutes are taken. Matters considered include the performance of the Board as a whole and that of individual executive directors. Also considered may be the effectiveness of Board Committees, the identification and management of major risks; together with achievement of strategic plans and the characteristics of incentive schemes for Executive directors.
Board Committees
There are four standing Board Committees, as described later in this section. In the normal course, these Committees make recommendations to the Board. Minutes of these Committee meetings are included in the papers for the first Board meeting following each Committee but may be redacted at the discretion of the chairman of the Committee, if necessary in consultation with the Group Chairman. There have been no instances where redaction was called for. Where it is urgent that a recommendation of a Committee needs to be accepted by the Board, this may be done by a directors’ resolution in writing.
From time to time ad hoc Board or Committee meetings are convened when prompt decisions are required.
Matters reserved by the Board and authority levels
There is a formal schedule of matters reserved for
a Board decision. This includes the appointment of directors, any raising of funds, the setting of high- level targets, approval of budgets, strategy, capital and revenue expenditure above certain limits, license agreements and incentive schemes. Authority levels for expenditure are delegated to individual executives or management committees according to a schedule agreed by the Board from time to time.
Formulation of strategy
Each year the whole Board considers and develops
the Corporate Strategy set out in the previous year. The formulation or re-formulation of Corporate Strategy
is led by the Chairman but set and agreed to by the whole Board. The creation of budgets and Business Strategy is set within the framework of the Corporate Strategy and prepared by the executive directors and other senior management. This Business Strategy is then challenged by the Board, adjusted if necessary, finally approved and then monitored by it. Adjustments agreed necessary are formalised in writing shortly after the review.
A summary of Hardide’s strategy can be found in this Annual Report.
 


































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