36 Governance The Non-Executive Directors Non-Executive Directors are responsible for exercising their independent skill and judgement. In reviewing the proposals for the strategic direction of the group, the Non-Executive Directors constructively challenge and probe the Executive Directors, offering a breadth of knowledge, experience and individual skills, and are responsible for contributing to the formulation and development of strategy. The Non-Executive Directors monitor high level corporate reporting and satisfy themselves as to the integrity of financial information and the operation of key financial controls. The terms of appointment of the Non-Executive Directors’ and the Executive Directors’ service contracts are available for inspection at MITIE’s registered office, the head office and at the AGM. The role of the Senior Independent Director is to make himself available to shareholders should they have concerns which have not been resolved through the normal channels of Chairman, Chief Executive or Group Finance Director or for which such contact is inappropriate in the circumstances. The Senior Independent Director in particular reviews information on major shareholders and financial analysis to obtain a balanced understanding of the issues and concerns of shareholders. Explained further below is the Senior Independent Director’s role in succession planning and performance evaluation for the Chairman. Board activities The Board is collectively responsible for the sustainable long-term success of the Company and accordingly reviews and agrees the strategy for the group, proposed by the Executive Directors, on an annual basis. In setting the strategy, the Board takes account of key matters such as: market trends; competitive environment; private/public sector approach; international aspects; finance; people and talent; and, the MITIE Model, ensuring at all times that sufficient consideration is given to risk and internal controls. Matters that are exclusively dealt with by the Board include: setting group objectives and strategies; approving business plans and budgets and monitoring performance against these; approving material acquisitions, disposals and business start-ups (including any material transactions outside of the normal course of business); approving the group’s Half-yearly and Annual Report and Accounts; appointing and removing the Chairman, Directors and Company Secretary; management of the group’s risk profile; and, monitoring the group’s corporate governance arrangements. During the year ended 31 March 2013, there were six scheduled Board meetings. Additional unscheduled Board meetings were held to deal with the review and approval of material transactions, key contracts, acquisitions and issues relating to shares and other administrative matters.
Effectiveness Board evaluation The Board is committed to reviewing the effectiveness of its performance and that of the Committees and individual Directors. During the year, the current evaluation process has been objectively reviewed and considered by the Nomination Committee. It was agreed that the Chairman will meet on a one-to-one basis with each of the Directors, which will enable more informative feedback on Board and Committee effectiveness. The conclusions and recommendations of the evaluation review meetings are shared with the Board. Evaluation of the Chairman is passed to the Senior Independent Director to discuss with the Chairman. Whilst the Board is comfortable with its effectiveness and that of its Committees and Directors, there is a continuing need for the Board to focus on the strategic development of the group, particularly in reviewing the key growth sectors in the UK for outsourcing and the group’s international strategy. Consideration will be given over the coming year to the Code requirement to undertake an externally facilitated board evaluation every three years. Director re-election The Board has considered the performance of each Director as part of the annual board evaluation and is satisfied that they continue to be effective and to demonstrate clear commitment to their roles. All Directors will submit themselves for re-election at the forthcoming AGM, except Graeme Potts who will be standing down. Director induction All Directors receive a personally tailored induction to MITIE which includes visits to group and key client sites. They receive an information pack, which includes: copies of MITIE’s Memorandum and Articles of Association; latest Annual Report and Accounts; Committee terms of reference and copies of recent Board and Committee minutes; and, supporting papers. Directors are given access to the virtual boardroom which, as well as holding all board reports, contains the Board Handbook detailing essential information about: the Company; Board and Committee terms of reference; Directors’ statutory duties; governance and regulatory guidelines; the group’s approved delegated authorities; and, an overview of the group’s insurance arrangements. The Handbook is reviewed and updated regularly as and when regulatory developments arise. Training and development for Directors continues to be a key focus and additional briefing notes are circulated on matters such as changes in the regulatory and governance environment.
MITIE Group PLC Annual Report and Accounts 2013