As Chairman I am responsible for ensuring that the Board operates effectively. During the year, we undertook a number of actions to enhance further the governance structure and thereby improve the Board’s effectiveness. These included:
Establishment of a Corporate Responsibility Committee
In light of the output from the 2010 Board Effectiveness review, the Board established a Corporate Responsibility (CR) Committee with effect from 1 July 2010. The CR Committee is responsible for reviewing and monitoring the processes and measures used to manage social, environmental and ethical risks. During the year, this new Committee reviewed a number of issues including the Group’s safety performance, product quality processes, environmental performance and diversity and inclusion initiatives. Further detail is provided in the section.
Use of non-executive directors’ time
We also undertook a comprehensive review of the Board and Committees’ programmes and use of non-executive directors’ time. In the past, all non-executive directors generally served on each Board Committee. Following the review, the directors agreed that all non-executive directors would serve on the Nominations Committee and at least one other Committee. Details of the current Committee memberships are in the section. In addition, we restructured the Board agenda to facilitate greater discussion and reduced the number of scheduled Board meetings from eight to six per annum, although we recognised that, as a result, the scheduled meetings would have to be longer and that we would need to meet on an ad hoc basis more frequently than in the past.
We also established an annual programme of independent site visits whereby each non-executive director undertakes at least one ‘solo’ site visit a year, in addition to the Group Board visit. This will increase both Board visibility across the Group and also the non-executive directors’ understanding of our operations. Between us, the non-executive directors and I have visited a total of 12 sites during the year.
Board effectiveness review
In light of the significant changes to the Board and Group over the previous 18 months, and the length of time that had elapsed since the last external Board effectiveness review (conducted in 2008) the Board agreed that the 2011 review should be externally facilitated. Details of this review are in the section).
Developments in corporate governance
We continued to monitor the changes to the corporate governance landscape. Following the publication of the new UK Corporate Governance Code, which applies to Tate & Lyle from 1 April 2011, all directors will be standing for re-election at the forthcoming AGM. We also reviewed and updated the schedule outlining the role and responsibilities of the Chairman, Chief Executive and Senior Independent Director during the year to bring it into line with evolving best practice.
Looking ahead, we will continue to develop our processes, procedures and systems as both Tate & Lyle and our wider governance environment evolve.
Sir Peter Gershon
26 May 2011