The Board

Board of directors

The Board is collectively responsible for promoting the success of the Company and for providing entrepreneurial leadership within a framework of prudent and effective controls that enable risk to be assessed and managed. It sets the Company’s objectives, ensures that the Company has the necessary financial resources and people to meet them, and reviews management performance. The Board also sets the Company’s values and standards and ensures that its obligations to shareholders and others are met.

Matters reserved to the Board

The schedule of matters reserved to the Board for decision includes approval of:

  • Group strategy;
  • annual budget and operating plans;
  • major capital expenditure, acquisitions or divestments;
  • dividends;
  • full-year and half-year results and interim management statements;
  • Board and Company Secretary appointments;
  • senior management structure and responsibilities;
  • treasury policies;
  • directors’ conflicts of interest; and
  • systems of internal control and risk management.

Other responsibilities are delegated to Board Committees, details of which are given in the Board Committees section. The directors’ responsibilities for the preparation of financial statements are explained in the Directors’ statement of responsibilities and their statement on going concern.

Board balance and independence

At the date of this report, the Board comprises nine directors: the Chairman, who has no executive responsibilities; two executive directors; and six non-executive directors. The names and biographies of the directors are in the Board of directors section.

Richard Delbridge ceased to be a director on 22 July 2010 and Robert Walker succeeded him as Senior Independent Director on the same day. William Camp was appointed a non-executive director with effect from 1 May 2010.

With the exception of the Chairman, who is presumed under the Code not to be independent, the Board considers all the non-executive directors to be independent. The Senior Independent Director, Robert Walker, is available to shareholders if they have any issues or concerns, and leads the annual review of the Chairman’s performance.

The non-executive directors have a wide range of skills and knowledge and combine broad business and commercial experience with independent and objective judgement. The terms and conditions of appointment of the non-executive directors can be inspected at the Company’s registered office and will be available for inspection at the Annual General Meeting (AGM).

Chairman and Chief Executive

The roles of the Chairman and Chief Executive are separated and their responsibilities are clearly established, set out in writing and agreed by the Board. The Chairman is responsible for the leadership and workings of the Board and ensuring its effectiveness, while the Chief Executive is responsible for running the business and implementing strategy and policy.

The other significant commitments of the Chairman, Sir Peter Gershon, are set out in the Board of directors section. The Board is satisfied that they do not restrict him from effectively carrying out his duties as Chairman.

Board meetings

A total of 13 Board meetings were held during the year ended 31 March 2011; one of the six scheduled Board meetings was held at the Group’s offices in Lafayette, Indiana, USA. The seven ad hoc meetings were required to consider the development and implementation of the Group’s strategy and business disposals.

Directors’ attendance at Board meetings

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Number of
meetings

Number of
meetings
attended

1

Appointed 1 May 2010.

2

Douglas Hurt is Finance Director at IMI plc. Prior to his appointment to the Tate & Lyle Board on 10 March 2010, he indicated that he would be unable to attend a total of four scheduled meetings due to pre-existing commitments. Douglas Hurt submitted detailed comments and questions to the Chairman prior to each meeting that he was unable to attend to ensure his views and comments could be communicated in his absence.

3

Retired 22 July 2010.

Directors as at 31 March 2011

 

 

Sir Peter Gershon

13

13

Javed Ahmed

13

13

Tim Lodge

13

12

Liz Airey

13

13

William Camp1

11

11

Evert Henkes

13

10

Douglas Hurt2

13

9

Robert Walker

13

13

Dr Barry Zoumas

13

13

Former directors

 

 

Richard Delbridge3

7

6

Where a director is unable to attend a meeting, his or her comments on the briefing papers are given in advance to the relevant Chairman.

The rolling programme of items for discussion by the Board was fully reviewed and revised during the year in light of changes to the Board schedule and Committee structure. Meetings have been restructured to facilitate further open discussion, and all directors participate in discussing strategy, trading, safety, financial performance and risk management.

All substantive agenda items have comprehensive briefing papers circulated five working days before the meeting. Members of executive management attend Board meetings and make presentations regularly.

During the year, the Chairman continued to hold a short discussion with the non-executive directors collectively both immediately before and after each scheduled Board meeting.

Board allocation of time

The chart below shows the approximate time the Board has spent discussing agenda items during the year, separated into broad categories.

Board allocation of time (pie chart)

Board support

All directors have access to the advice and services of the Company Secretary, Robert Gibber, who is also the General Counsel and a member of the Group Executive Committee. The Company Secretary and the Deputy Company Secretary are responsible for ensuring that Board processes are followed and that applicable rules and regulations are complied with. The appointment and removal of the Company Secretary is a matter for the Board as a whole. There is also a formal procedure whereby, in the furtherance of their duties, directors can obtain independent professional advice, if necessary, at the Company’s expense.

Directors’ conflicts of interest

As permitted under the Companies Act 2006, the Company’s Articles of Association allow directors to authorise conflicts of interest and the Board has a policy and procedures for managing and, where appropriate, authorising, actual or potential conflicts of interest. Under those procedures, directors are required to declare all directorships or other appointments to organisations that are not part of the Group and which could result in actual or potential conflicts of interest, as well as other situations which could result in a potential conflict of interest.

The Board is required to review directors’ actual or potential conflicts of interest at least annually. Directors are required to disclose proposed new appointments to the Chairman before taking them on, to ensure that any potential conflicts of interest can be identified and addressed appropriately. Any potential conflicts of interest in relation to proposed directors are considered by the Board prior to their appointment.

Information, induction and professional development

The Chairman, assisted by the Company Secretary, is responsible for ensuring that the directors receive accurate, timely and clear information on all relevant matters.

On appointment to the Board, new directors receive background reading about the Group and details of Board procedures and other governance related matters. In addition, the directors participate in a comprehensive induction programme, including site visits to the Group’s operations in Europe and the USA and meetings with senior management across the Group.

Directors receive ongoing training and updates on relevant issues as appropriate, taking into account their individual qualifications and experience. A number of training sessions were held during the year. These included a session on the UK Bribery Act, provided jointly by the Group’s internal and external lawyers, and one on food technology which was provided by members of the faculty at Purdue University, Lafayette, Indiana, USA.

The Company Secretary helps directors undertake any other professional development they consider necessary to assist them in carrying out their duties. Visits to external events or organisations are also arranged for the Board to help non-executive directors in particular to gain a deeper insight into the Group’s operating environment.

Performance evaluation

A review of the Board’s effectiveness is undertaken each year. The main outcomes of the 2010 evaluation, which was led by the Chairman, are summarised below:

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Recommendation

Action

More specialist presentations and training sessions to be included in the Board agenda.

The directors received detailed presentations during the year and also training on areas including food technology and the UK Bribery Act.

More opportunity to interact with a broader range of employees.

A programme of independent site visits was implemented during the year which enables the directors to meet more employees around the Group.

A Corporate Responsibility Committee should be established.

The CR Committee was established on 1 July 2010 and met for the first time in September 2010. Details on the Committee are in the Corporate Responsibility Committee section.

The Board agreed that the 2011 Board effectiveness review be externally facilitated. As part of the process, Sheena Crane, a Board specialist consultant, held one-to-one meetings with each director, the Company Secretary and Deputy Company Secretary. The main themes of and observations on the Board’s effectiveness were summarised in a report to the Board. It concluded that the Board continued to operate in an effective manner but made a number of recommendations for improvements including those recommendations summarised below. Progress on agreed actions is being monitored by the Company Secretary and will be reported in the annual report 2012.

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Recommendation

Action

In light of the changes to the Company’s strategic focus, future Board composition should be subject to a detailed review during 2011.

The review is underway and the output from that review will be reported in the annual report 2012.

A Board diversity strategy should be developed.

The Chairman is leading the project to develop the Board diversity strategy during 2011.

Personal development plans should be developed for each of the non-executive directors and the Chairman.

Personal development plans are being established.

It would be useful for the Board to have a series of ‘deep dive’ sessions every year.

Deep dive topics are being identified and will be included in the Board agenda.

With regard to the performance of individual directors, the review concluded that all directors continue to make an effective contribution to the Board’s work, are well prepared and informed about issues they need to consider, and that their commitment remains strong. Individual feedback was also provided to each director.

The Board effectiveness review also included a review of the Audit, Nominations and Remuneration Committees and each Committee undertook an evaluation of its own work and effectiveness during the year. The results of the reviews were discussed by the Board which concluded that each Committee operated effectively throughout the year. The CR Committee will be subject to an effectiveness review in the 2012 financial year, after its first full year of operation.

During the year, the non-executive directors met without the Chairman, under the chairmanship of the Senior Independent Director, to appraise the Chairman’s performance (the Senior Independent Director having first sought the views of the executive directors). In addition, the Chairman held a private meeting with the non-executive directors to appraise the Chief Executive’s performance.