41061 Unite AR22 HI-RES WEB-READY - Flipbook - Page 107
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
OTHER INFORMATION
DIVISION OF RESPONSIBILITIES
Composition of the Board
The composition of the Board is set out in the table
on page 91.
The Board currently consists of the Chair, two Executive
Directors and seven Non-Executive Directors.
With effect from close of business on 28 February 2023,
Elizabeth McMeikan, the Senior Independent Director of the
Company and Chair of the Remuneration Committee, will
retire from the Board after nine years of service. Elizabeth’s
insight, experience and commitment has been invaluable to
the Board over the last nine years and we wish her the very
best for the future.
All of the Directors (except for Elizabeth McMeikan) offer
themselves for election or re-election at the Annual
General Meeting, to be convened this year on 18 May 2023,
in accordance with the requirements of the Code. Brief
biographies of all the Directors and their skills, experience
and contribution to the long-term sustainable success of
the Company, are set out on pages 90–93. Following the
individual performance evaluations of each of the Directors
seeking election or re-election, it is confirmed that the
performance of each of these Directors continues to be
effective and that they each demonstrate commitment
to the role and add value and relevant experience to
the Board.
Independence
Role: Chair
Richard Huntingford’s principal responsibilities are:
•
to establish, in conjunction with the Chief Executive,
the strategic objectives of the Group for approval by
the Board;
•
•
to organise the business of the Board; and
to enhance the standing of the Company by
communicating with shareholders, the financial
community and the Group’s stakeholders generally.
Role: Chief Executive
Richard Smith has responsibility for:
•
establishing, in conjunction with the Chair, the
strategic objectives of the Group, for approval
by the Board;
•
implementing the Group’s business plan and
annual budget; and
•
the overall operational and financial performance
of the Group.
Role: Senior Independent Director
As Senior Independent Director, Elizabeth McMeikan’s
(and, going forwards from 1 March 2023, Nicky Dulieu’s),
principal responsibilities are to:
The Board considers six of its seven Non-Executive
Directors to be independent. Thomas Jackson is not
considered to be independent, having been nominated
as a Director of the Company by its largest shareholder
Canada Pension Plan Investment Board (CPPIB) pursuant
to a Relationship Agreement signed as part of the Liberty
Living acquisition. Accordingly, the Company meets the
requirement of the Code that at least half of the Board
(excluding the Chair) is made-up of independent NonExecutive Directors and this will continue to be the case
following Elizabeth McMeikan’s departure. In addition,
Richard Huntingford (Chair of the Board) was considered
independent on his appointment to the role.
The terms and conditions of appointment of the NonExecutive Directors are available for inspection at
the Company’s registered office and at the Annual
General Meeting.
Roles
Time commitment
The Chair and the Non-Executive Directors constructively
challenge and help develop proposals on strategy, and bring
strong, independent judgement, knowledge and experience
to the Board’s deliberations. The roles of the Chair and CEO
are clearly separated. Summaries of the responsibilities of
the Chair, CEO and Senior Independent Director are set out
in the tables to the right.
Non-Executive Directors are expected to commit
approximately 20 days per annum to the business of the
Group. We have reviewed the responsibilities of all Directors
and are satisfied that they can fully fulfil this commitment.
•
•
act as Chair of the Board if the Chair is conflicted;
•
ensure that the Chair is provided with effective
feedback on his performance.
act as a conduit to the Board for the communication
of shareholder concerns if other channels of
communication are inappropriate; and
It is the Board’s Policy to allow Executive Directors to accept
directorships of other unconnected companies so long
as the time commitments do not have any detrimental
impact on the ability of the Director to fulfil his duties. It is
considered this will broaden and enrich the business skills
of Directors. Any such directorships must be undertaken
with prior approval of the Board.
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