Page 28 - Hardide-Annual-Report-2021
P. 28

 28 Corporate Governance Statement
These meetings are private and not minuted.
Any director may have access to independent professional advice at Group expense. So long as the matter concerns the business of the Company.
All directors are conscious that the growth now expected of Hardide will present additional challenges. There will be more specialism and the dynamics of staff interaction will change. The Board is very well equipped with directors who have experience of the ‘growing pains’ associated with the organisational changes and other adjustments that result inevitably from growth in a high-technology company. The directors are well able to support the changes that will arise and deal with the challenges of such growth.
Roles of CEO, Senior Independent Director and Chairman
Presently, Hardide is a small company and so most directors have a range of tasks and responsibilities.
All members of the senior management team, including the other two executive directors report to
the CEO. The CEO develops, gains Board approval for, and implements the Business Strategy. Also, he designs and implements the sales and marketing plans. By virtue of his experience as a professional chartered engineer, he provides strong support for operations and engineering. Also, he has the principal responsibility
for the Group’s financial performance. He maintains
a strong relationship with the Chairman and is jointly responsible with him for shareholder communication and, by way of staff briefings, ensures awareness among all staff of the Group’s performance and challenges; including increasing their awareness of
the Group’s environmental and social responsibilities. These briefings are held on a frequent basis throughout the year. Ensuring compliance with the quality management systems, adequate staff training, the health & safety of employees and the environmental performance are direct accountabilities of the CEO.
Senior Independent Director (‘SID’):
The SID is charged with:
i Being a conduit for the concerns of directors, shareholders and other stakeholders who prefer to discuss matters that they have been unable to resolve through other channels;
ii being available to meet principal shareholders;
iii being a sounding board for the Chairman; and
iv along with other non-executive directors and having taken soundings among other suitable parties, conducting reviews of the performance of the Chairman.
The Chairman:
The role of the Group’s Chairman is to:
iii set the overall rules for corporate governance and ensure compliance with these;
iv lead the development of Corporate Strategy;
v ensure effective and open communication among directors; particularly at Board meetings;
vi chair the Audit Committee and the Sustainability & Risk Committee, and be an ordinary member of the Intellectual Property Committee;
vii together with the CEO, direct and lead recruitment and induction programmes for new directors and senior recruits; and
viii ensure the appropriate content, format and presentation of information for the Board.
Evaluation of the Board and individual directors
The Chairman and the CEO undertake a performance planning exercise and agree annually on a set of objectives for the CEO. This is shared with other directors. These objectives are taken into account when setting remuneration for the CEO. The CEO conducts performance planning exercises for his direct reports. The previous year’s performance is discussed each time. As with the CEO, and in co-operation with him, the Remuneration & Nomination Committee takes account of personal performance plans for each executive director.
Collectively and individually, the directors monitor the performance of the Board as a whole and its members on a range of measures. These include attendance, familiarity with the Board packs, the quality of those Board packs, an understanding of the matters under discussion, the ability to contribute to Board discussion and the quality of the challenge made to executive proposals; together with the performance and thoroughness of reporting and recommendations made by Board Committees. Given its size, a formal evaluation of Board performance by an outside agency is not believed to be appropriate. Instead,
a process has been agreed whereby objectives for
the Board are agreed and responsibility for the skills and behaviour needed to meet those objectives
is identified. Thereafter these are taken account of during the performance planning process for each individual director. Alongside this formal process,
the Chairman has frequent contact with individual directors. This provides the opportunity for effective two-way ‘calibration’ and is another way of addressing performance concerns on a one-to-one basis. The SID is also available for one-to-one meetings with other directors.
At appropriate times, meetings of the three non- executive directors alone may include consideration of the performance of individual executive directors and of the Board as a whole.
Range of skills and experience
A formal exercise is undertaken annually to establish the range of skills and experience among the directors as a whole, and ‘mark’ these against those ideally
i ii
Ensure effective communication with shareholders;
be available for private meetings or calls with principal shareholders1;
 Yearly, the Chairman writes to all holders of shares representing 1% or more of the total. In that letter he makes clear that he or the SID are available for private meetings or telephone calls.

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