IMI plc annual report 2012

ENGINEERINGADVANTAGEDirectors’ ReportEmployment policies (continued)At all levels we are focused on increasing our diversity asreflected in the composition of our Board; with the additionof Birgit Nørgaard, we now have two female non-executivedirectors, and with our Chairman Roberto Quarta and recentrecruit Carl-Peter Forster, our Board makes up a highlyinternational and diverse team. When recruiting we strive toensure that our shortlists of candidates are diverse and thatour people are trained to avoid bias in the process in orderto ensure fair selection criteria and in 2012 we piloted aMaster Class in Selection Interviewing globally with over100 managers taking part. This programme will now formpart of our ongoing training curriculum and we will launchour on-line tool kit for recruitment and selection in 2013.One way we measure progress is through the EmployeeEngagement Survey. The 2011 survey confirmed that over80% of our employees feel highly valued and respected forthe diversity they bring to the business and the opportunitiesthey have within our meritocracy. We will run the surveyagain in 2013.Every effort is made to ensure that applications foremployment from disabled employees are fully and fairlyconsidered and that disabled employees have equalopportunity in training and promotion.Health, safety and the environmentIt is Group policy to maintain healthy and safe workingconditions and to operate in a responsible manner withregard to the environment. Information on our keyperformance indicators in this area is given on pages 11and 27 and further information is available on pages 26 to 28and on our website www.imiplc.com.Policy and practice on the payment of trade creditorsOperating units are responsible for setting terms of paymentwhen agreeing the terms of each business transaction,ensuring that suppliers are made aware of the terms ofpayment and abiding by such terms, subject to the supplierperforming to its obligations. IMI plc is a holding companyand has no trade creditors.Donations£209,000 was given during 2012 (2011: £214,000) for charitablepurposes. The Group supports a range of selected nationalcharities and smaller charitable organisations operating incommunities where the Group has a presence. Our approachto charitable and other donations is explained on page 29.No political donations were made during the year.DirectorsThe membership of the Board and biographical detailsof the directors are given on pages 34 and 35 and areincorporated into this report by reference. Ian Whiting andKevin Beeston retired from the Board on 22 August 2012and 1 October 2012 respectively. Carl-Peter Forster andPhil Bentley were appointed to the Board as non-executivedirectors on 1 October 2012 and Birgit Nørgaard wasappointed to the Board as a non-executive director on6 November 2012. Terry Gateley will be retiring from theBoard on 9 May 2013 when Phil Bentley will assume thechair of the Audit Committee and Anita Frew will become thesenior independent director. Sean Toomes stepped down asa director with effect from 6 March 2013.The rules for the appointment and replacement of directorsare set out in the Company’s articles of association.Each new appointee to the Board is required to stand forelection at the next annual general meeting following theirappointment and Carl-Peter Forster, Phil Bentley and BirgitNørgaard will seek election having been appointed to theBoard during the year. In addition, the Company’s articles ofassociation require each director to stand for re-election atleast once every three years. However, in accordance withthe UK Corporate Governance Code, all continuing directorswill submit themselves for re-election at the next annualgeneral meeting and are recommended for re-election.The Company maintains directors’ and officers’ liabilityinsurance and all directors of the Company benefit fromqualifying third party indemnity provisions which were in placeduring the financial year. At the date of this annual reportthere are such indemnity arrangements with each director inrespect of the costs of defending civil, criminal and regulatoryproceedings brought against them, in their capacity as adirector, where not covered by insurance and subject alwaysto the limitations set by the Companies Act 2006.Directors’ powersThe powers of the directors are determined by UK legislationand the articles of association of the Company in force fromtime to time. The directors have been authorised to allot andissue ordinary shares and to make market purchases of theCompany’s ordinary shares. These powers are exercisedunder the authority of resolutions of the Company passed atits annual general meeting. Further details of authorities theCompany is seeking for the allotment, issue and purchase ofits ordinary shares are set out in the separate notice of theannual general meeting.Directors’ interestsThe interests of the persons (including the interests of anyconnected persons) who were directors at the end of theyear, in the share capital of the Company, and their interestsunder share option and incentive schemes, are shown onpages 65 to 67 and 69.Essential contracts and change of controlThe Group does not have any single contract or otherarrangement which is essential to its business taken asa whole.38 Board reports