Page 29 - Hardide-Annual-Report-2021
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 needed to achieve the Board’s objectives. These include professional qualifications and practice in engineering and accounting, together with relevant experience
in corporate governance and the formulation and implementation of strategy. Each director is ‘assessed’ against the criteria. The Group’s Finance Director is a Chartered Accountant. Three of the directors have MBAs and at least two of these have the skills needed to chair the Audit Committee. A single director has in-depth knowledge of advanced CVD coating technology. Two directors are Chartered Engineers.
Company Secretary
At present, the Finance Director (Simon Hallam) also acts as the Company Secretary. The directors consider that to be acceptable. This is on the grounds of the size of the Group, and its corporate structure is simple. Moreover, Mr Hallam has ready access to advice from a specialist firm that is familiar with Hardide’s needs in respect of secretarial matters.
Succession planning
Overseen by the Remuneration and Nominations Committee, a formal succession plan is maintained for those directors and senior staff who are vital to the operation and ultimate success of the business. The relevant roles and individuals are identified, and the Chairman, CEO and Remuneration & Nominations Committee agree on action in respect of the roles covered by the plan.
Terms of appointment of non-executive directors
The non-executives’ principal terms and conditions are available for inspection by shareholders ahead of any general meeting of the Group. What follows is a summary of those terms and conditions.
Annual fees for the Chairman remain unchanged
at £50,000, as are those for the other non-executive directors, each of whom receive £25,000. Fees are paid wholly under the PAYE system; except for Andrew Boyce whose fees are paid split between his personal service companies and the PAYE system.
The terms of appointment of all non-executive directors require them to serve on Board Committees and to devote sufficient time to their roles. All directors are entitled to seek independent legal advice and have personal indemnity insurance paid for by the Group.
All directors are obliged to inform the Board of any new professional commitments or potential conflicts of interest; whereupon, other directors will consider the acceptability of such roles. To date, no additional commitment of a director has been found to be unacceptable.
Directors are bound by confidentiality, especially with regard to technology and to the identity of certain customers. Following the end of their appointment, directors may not, for one year, be engaged in any business or technology that does or reasonably may be expected to compete with Hardide.
All non-executive directors’ appointments are terminable at one month’s notice by either party.
The four standing Committees of the Board and their roles are detailed below. Each Committee has written terms of reference approved by the Board. These
are kept under review and updated as needed. The membership and chairman of Board Committees are determined by the Board.
The Terms of Reference for each standing Board Committee can be found on the Group’s website.
Remuneration and Nomination Committee
The Committee comprises Andrew Boyce and Tim Rice, with the latter as chairman . It meets at least quarterly. In this financial year it met seven times. Its duties are to:
i Determine and agree with the Board the framework or broad policy for the remuneration and contractual terms of the Chief Executive Officer (CEO), Chairman, the executive directors and senior members of the management team who report to directors;
ii design or approve the design of, and recommend to the Board, targets for any performance related pay schemes operated by the Group and approve the total annual payments made under such schemes. Such schemes and payments are subject to final approval by the Board;
iii design all share-related incentive plans for approval by the Board. For any such plans, determine each year whether awards should be made and if so, the overall value of such awards, the individual awards to directors and other senior managers and the performance targets to be used;
iv ensure that contractual terms on termination, and any payments made, are fair to the individual and to the Group, that failure is not rewarded and that the duty to mitigate loss is fully recognised;
v within the terms of the agreed policy and in consultation with the Chairman or CEO or both, determine the total individual remuneration package of each executive director and other senior managers who report to the CEO, including bonuses, incentive payments and share options, other share awards or other benefits. Particular attention is
paid to designing remuneration packages that are aligned with the plans for the years ahead and especially with the Group’s strategic goals;
vi at suitable times, review the implementation of succession plans; and
vii oversee any proposal for major changes in employee benefits throughout the Group.
Audit Committee
The Audit Committee comprises Robert Goddard as its chairman and Tim Rice. Often, the Finance Director and CEO will attend by invitation. Whilst no non-executive member of the Board has a full qualification in accounting, Mr Goddard and Mr Rice are both deemed competent by virtue of their MBAs and professional experience.
Corporate Governance Statement 29
 1 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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