annington annual rep 2019-web - Page 39



Directors’ report
Directors’ report
BOARD AND COMMITTEES ATTENDANCE
DIRECTORS’ INDEMNITIES
Audit Committee
Finance Committee
The number of board and committee meetings attended by each Director during the 2019 financial year was as follows:
Qualifying third party indemnity
provisions were in place for all directors
of the Company for the current and
preceding year.
The Audit Committee includes
independent, non-executive directors
and one non-executive director
employed by Terra Firma Capital
Partners Limited. Alongside other
responsibilities, the Committee
considers the ongoing effectiveness of
controls and procedures operated by the
executive team. The Committee receives
a report presenting the audit plan and
a report from the Auditor following
substantial completion of their audit
work. The Committee has specifically
considered the appropriateness of
preparing financial statements on the
‘going concern’ basis.
The Finance Committee includes the
independent, non-executive directors,
two non-executive directors employed
by Terra Firma Capital Partners
Limited and two executive directors.
The Committee meets as required
to discuss and consider appraised
project strategies and to consider
financing strategy. Any major projects or
significant investments will be referred to
the Board for ultimate approval. During
the year, no meetings were held.
Total number of meetings
Baroness Helen L Liddell
Vivek G Ahuja3
Fraser S Duncan1
Patrick R Finan2
Justin M King
Board
Audit Committee
Nomination and
Remuneration
Committee
Investment
Committee
4
2
3
7
Overall Attendance
4
2
3
*
100%
2/2
1/1
1/1
*
100%
4
1/1
2/2
*
100%
2/3
1/1
*
*
75%
4
*
3
*
100%
Jonathan O Short
4
2
3
*
100%
Steven K Webber1
4
1/1
2/2
*
100%
James C Hopkins
4
2*
3*
7
100%
Andrew P Chadd
4
2*
3*
7
100%
Nicholas P Vaughan
4
*
*
7
100%
* Director was not a member of the committee therefore attendance was not required.
1
Fraser S Duncan and Steven K Webber resigned as directors, effective 31 March 2019, and as committee members,
effective 31 January 2019. The attendance table covers their period in office.
2
Patrick R Finan stood down from the Board 12 November 2018, the attendance table covers the period in office.
3
Vivek G Ahuja joined the Board 23 October 2018, the attendance table covers the period in office.
THE ROLE OF THE BOARD
The Board is responsible for the longterm success, strategic direction and
delivery of operational objectives. The
Board provides leadership of the Group
within the framework of prudent and
effective controls, which enables risk
to be assessed and managed. It sets
the Group’s strategic aims, ensures
that the necessary financial and human
resources are in place for it to meet its
objectives and reviews management
performance. The Board sets the Group’s
values and standards and ensures that
its obligations to its shareholders and
others are understood and met.
DETAILS OF THE BOARD AND
COMMITTEE COMPOSITION, REMIT AND
FREQUENCY OF MEETING
Board of Directors
The Board of Directors comprises at
least two independent, non-executive
directors, two further non-executive
directors employed by Terra Firma
Capital Partners Limited and at least
three executive directors. The Chairman
is drawn from the non-executive
directors. The Board meets formally each
quarter to review issues, progress being
made and performance against budget.
The Board gathers quarterly, typically
halfway between formal Board meetings
for updates on performance and to
discuss any issues which may require
resolution prior to the next formal Board
meeting. These sessions are attended by
the non-executive directors and senior
management, including the executive
directors. Senior management is invited
to bring matters to the Board’s attention
so that the Board is provided with a
greater understanding of the business’s
operations and in depth focus can be
placed on areas not normally covered by
formal Board meetings.
38 | Annington Limited Annual Report & Accounts 2019
Nomination and Remuneration
Committee
The Nomination and Remuneration
Committee includes the independent,
non-executive directors and one nonexecutive director employed by Terra
Firma Capital Partners Limited. The
Committee meets as required, but at
least once per annum, to consider the
overall remuneration packages of all staff
and to review the staff appraisal process,
which provides evidence for salary
reviews and/or award of discretionary
bonuses. The appraisal process seeks
to identify individual development and
training potential as well as assessing
historical performance.
Investment Committee
Directors’ Meetings
The executive directors, along with
senior executives, meet every Monday
morning in order to consider results from
the previous week, provide an update on
short-term issues and to prioritise work
for the coming week. This meeting forms
the basis for compiling a weekly report
which is subsequently sent to Terra
Firma Capital Partners. A further report is
circulated to all staff.
A meeting of all senior managers
is held on the first Monday of each
calendar month. This ensures that
all those present are kept up to date
with the Group’s progress and any
issues affecting the operations of the
Group. Those present are charged
with disseminating the information to
their teams. Each senior manager also
produces a monthly progress report and
has monthly progress meetings with the
Chief Executive, on a one-to-one basis.
The Investment Committee includes
the three executive directors and one
senior executive and meets as required
to discuss and consider appraised
project strategies. Any major projects or
significant investments will be referred
to the Finance Committee or Board for
ultimate approval.
Annington Limited Annual Report & Accounts 2019 | 39

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