Savills plc 2012 Annual Report - (PDF) - Investor relations

At its meetings during the year, the Board discharged theduties above and received updates on the following: financialperformance; key management changes; material new projects;financial plans; legal and regulatory updates and in particular:−−reviewed the strategies and policies being pursued tomitigate risks and reconfirmed the Group’s risk appetite(at a workshop facilitated by the Group Risk Director andPricewaterhouseCoopers for this purpose); andreviewed the Group’s Investor Relations Strategy to ensurethat this best communicated the Group’s strategy andpotential to investors and prospective investors.One of the Board’s meetings during the year was specificallydevoted to the review and reconfirmation of the Group’s strategy.This meeting benefited from presentations from the Heads of thePrincipal Businesses on the proposed strategy of the businesses.As the meeting was held in Asia, the heads of the Group’s AsianBusinesses also presented equivalent updates. The delivery ofstrategic plans is continually monitored and reviewed by the Boardand periodic updates on progress and market developments arepresented by the Heads of the Principal Businesses.As well as planned briefings, Board members are also expectedto take responsibility for identifying their own individual needs andto take appropriate steps to ensure that they are properly informedabout the Group and their responsibilities as Directors.Directors’ attendance at scheduled Board meetings convened inthe year ended 31 December 2012 was as follows:Numberof meetingspossible whilst aBoard memberNumberof meetingsattendedNon-Executive DirectorsPeter Smith 6 6Martin Angle 6 5Tim Freshwater 6 6Clare Hollingsworth 4 4Timothy Ingram 3 3Charles McVeigh 6 5Executive DirectorsJeremy Helsby* 6 6Simon Shaw* 6 6* Members of the Group Executive BoardThe Board and Committee meetings are structured to allow opendiscussion. All Directors receive detailed papers in advance ofBoard meetings. When unable to be present in person, Directorsmay attend by audio or video conference. When Directors arenot able to attend Board or Committee meetings, their commentson the papers to be considered at that meeting are relayed inadvance to the Chairman of that meeting.The Non-Executive Directors meet separately at least twice eachyear without the presence of the Executive Directors and alsomeet at least once a year without the Chairman, at whichtime the Chairman’s performance is appraised.The Group Legal Director & Company Secretary, whoseappointment is a matter reserved for the Board, is responsiblefor advising and supporting the Chairman and the Board oncompany law and corporate governance matters and forensuring that Board procedures are followed, as well as ensuringthat there is a smooth flow of information to enable effectivedecision making. All the Directors have access to the advice andservices of the Group Legal Director & Company Secretary andthrough him have access to independent professional advice inrespect of their duties at the Company’s expense.The Board has delegated authority to certain committeesto carry out specified objectives as defined by their terms ofreference, which are available on request or on the Company’swebsite (www.savills.com). The principal Committees andmembership of each Committee are detailed on pages 39 to 41.Board composition and balanceBoard membership evolved during the year, with Tim Freshwater(with effect from 1 January 2012) and Clare Hollingsworth(with effect from 2 April 2012) joining the Board as additional newIndependent Non-Executive Directors, and Timothy Ingram,previously Senior Independent Director, retiring from the Boardat the conclusion of the 2012 Annual General Meeting on 9 May.Notwithstanding these changes, at all times during the year atleast half of the Board, excluding the Chairman, were IndependentNon-Executive Directors.The posts of Chairman and Group Chief Executive are distinct andseparate. The Chairman leads the Board and ensures the effectiveengagement and contribution of all Executive and Non-ExecutiveDirectors. The Group Chief Executive has responsibility for allGroup businesses and acts in accordance with the authoritydelegated by the Board. There are a number of areas where theBoard has delegated specific responsibility to management,including responsibility for the operational management of theGroup’s businesses as well as reviewing strategic issues and riskmatters in advance of these being considered by the Board and/orits Committees.Accordingly, the Board considers that throughout the year theCompany was in full compliance with the Code.In this regard, the Board considers Martin Angle, Tim Freshwater,Clare Hollingsworth and Charles McVeigh to be IndependentNon-Executive Directors, as they are independent of managementand have no business or other relationship which could interferematerially with the exercise of their judgement. In particular, andnotwithstanding his long service on the Board, the Boardcontinues to consider that Charles McVeigh remains entirelyindependent in character and judgement. As a result of havingserved on the Board for over nine years, Charles McVeigh is nolonger a member of any of the Board’s Committees. FollowingTimothy Ingram’s retirement as a Non-Executive Director at theconclusion of the AGM on 9 May 2012, Martin Angle becameSenior Independent Director. The Senior Independent Directoris available to shareholders if they have concerns which havenot been addressed by contact with the Chairman and/or GroupChief Executive.Our business Our governance Our resultsSavills plc Report and Accounts 2012 37