2016_Halma_ARA_160610_2

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Corporate Governance Report continued BOARD MEETINGS The Board has six regular meetings scheduled each year but will meet, as required, to consider urgent matters. During the year an ad hoc meeting was held to consider and approve the US Private Placement. Directors are issued with an agenda and comprehensive electronic meeting papers in the week preceding each Board meeting. The Board and each Director has access to the advice and services of the Company Secretary, as well as the option of obtaining independent professional advice at the Company’s expense. PRINCIPAL COMMITTEES OF THE BOARD The Board has established three principal Committees: • the Nomination Committee; • the Audit Committee; and • the Remuneration Committee. Details of their constitution and the roles and responsibilities of each Committee are set out in their respective Reports, which follow this Corporate Governance Report. The Board has also established three formal Committees to which it has delegated certain powers to negotiate, review and administer specific areas of responsibility: • the Share Plans Committee; • the Bank Guarantees and Facilities Committee; and • the Acquisitions and Disposals Committee. Each Committee operates under its own terms of reference, which have been approved by the Board. In addition, the Board has established an informal management committee, the Executive Board, which is chaired by the Chief Executive. This Executive Board provides a forum in which the executives, representing their sector or functional area, can review and take decisions on operational and financial matters that arise in the day-to-day business operations. The Executive Board is also an effective means of communicating actions from the Halma Board and obtaining executive support to implement such decisions. The Board’s year April 2015 • Budget • Chairman and NED fees • CEO conference objectives • Sector review • NED search and candidate specification • AGM formal business • Approval of terms of reference • Approval of European cash pooling arrangements June 2015 • Preliminary results • Dividend planning • Evaluation of prior year objectives • Annual objectives for the Group • Annual assessment of internal control processes • AGM Notice of Meeting • Review of new share plan rules • Cyber security update • Sector review July 2015 • AGM and trading update • PSP awards • SIP award review • M&A update • Sector review • Strategy planning review STANDING BOARD AGENDA ITEMS In addition to the above Board matters considered over the past year, at each meeting there are standing items, which include: • Review and approval of the previous minutes; • Status update on any matters outstanding from previous meetings; • Updates from each Board Committee on the activities since the last Board meeting; • Report from the Chief Executive; • Report from the Finance Director; • Investor Relations report; • Health & Safety review; • Risk review; • Corporate governance update; • Compliance & integrity report; and • Updates from the Company Secretary on administrative matters. 62 Halma plc Annual Report and Accounts 2016
October 2015 • Group strategic performance and priorities • Talent assessment and development • Diversity • Sector strategy reviews • PSP award vesting • M&A update • Cyber security update November 2015 • Half year results • Dividend planning • Sector review • M&A update January 2016 • Budget (draft) • Board effectiveness and Committee evaluation • Annual review of non-executive Director conflicts, independence and division of responsibilities • Trading update • Risk management review • Sector review • M&A update • Cyber security update • Employee Benefit Trust funding • HITE arrangements STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS Board meeting attendance During the year attendance by Directors at Board and Committee meetings was as follows: Committees Board attendance Board Audit Remuneration Nomination Overall attendance % Paul Walker 6/6 – 4/4 3/3 100% Andrew Williams 6/6 – – 3/3 100% Kevin Thompson 6/6 – – – 100% Stephen Pettit 1 3/3 1/1 2/2 1/1 100% Neil Quinn 2 1/1 – – – 100% Jane Aikman 3 6/6 3/3 4/4 2/3 94% Adam Meyers 6/6 – – – 100% Daniela Barone Soares 3 6/6 3/3 4/4 2/3 94% Roy Twite 6/6 3/3 4/4 3/3 100% Tony Rice 6/6 3/3 4/4 3/3 100% Carole Cran 1/1 1/1 1/1 1/1 100% 1 Stephen Pettit retired following the conclusion of the AGM on 23 July 2015. 2 Neil Quinn retired from the Board on 14 May 2015. 3 Jane Aikman and Daniela Barone Soares were unable to attend the Nomination Committee meeting on 3 June 2015 due to illness. Halma plc Annual Report and Accounts 2016 63
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Halma plc Annual Report and Account
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Highlights Another record year of r
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Infrastructure Safety Products whic
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Revenue from outside the USA, UK an
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Our decentralised organisational st
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INCREASING HEALTH AND SAFETY REGULA
Page 13 and 14: INCREASING DEMAND FOR LIFE-CRITICAL
Page 15 and 16: Acquisition focus Insight Our marke
Page 17 and 18: Insight Trapped key interlocking is
Page 19 and 20: Insight Regulations around the worl
Page 21 and 22: Insight People are living longer th
Page 23 and 24: Insight Many processes rely on prec
Page 25 and 26: Resources and relationships Committ
Page 27 and 28: GROW INNOVATE ACQUIRE EMPOWER STRAT
Page 29 and 30: INNOVATE GROW ACQUIRE EMPOWER STRAT
Page 31 and 32: process and one which is subject to
Page 33 and 34: Mitigation Increased risk No change
Page 35 and 36: Mitigation Increased risk No change
Page 37 and 38: a considerable impact on the oil an
Page 39 and 40: towards the use of more sensors, no
Page 41 and 42: A third of American adults suffer f
Page 43 and 44: Today 1.8 billion people drink faec
Page 45 and 46: Adjusted profit bridge £m 160 155
Page 47 and 48: fell from 21% to 20% this year, and
Page 49 and 50: The Group accounts for post-retirem
Page 51 and 52: ENVIRONMENTAL MANAGEMENT SYSTEM (EM
Page 53 and 54: In return, we offer: • The opport
Page 55 and 56: Our intention is to create effectiv
Page 57 and 58: PEOPLE AND CULTURE I reported in la
Page 59 and 60: CAROLE CRAN NON-EXECUTIVE DIRECTOR
Page 61 and 62: Corporate Governance Report Leaders
Page 63: Board governance structure Board Pr
Page 67 and 68: The Board and Committee evaluations
Page 69 and 70: Jane Aikman is in her final term, h
Page 71 and 72: Audit Committee COMMITTEE CHAIRMAN
Page 73 and 74: POLICY ON AUDITOR INDEPENDENCE AND
Page 75 and 76: Remuneration Committee COMMITTEE CH
Page 77 and 78: REMUNERATION POLICY The remuneratio
Page 79 and 80: Opportunity Maximum opportunity: 15
Page 81 and 82: EXECUTIVE DIRECTOR SERVICE CONTRACT
Page 83 and 84: NON-EXECUTIVE DIRECTORS Unless othe
Page 85 and 86: SINGLE FIGURE OF TOTAL REMUNERATION
Page 87 and 88: The three-year period over which th
Page 89 and 90: PERCENTAGE CHANGE IN CEO REMUNERATI
Page 91 and 92: Date of grant As at 28 March 2015 G
Page 93 and 94: Other Statutory Information ACTIVIT
Page 95 and 96: The Companies Act 2006 also require
Page 97 and 98: Directors’ Responsibilities The D
Page 99 and 100: Risk Impairment of the carrying val
Page 101 and 102: AN OVERVIEW OF THE SCOPE OF OUR AUD
Page 103 and 104: Respective responsibilities of dire
Page 105 and 106: Consolidated Statement of Comprehen
Page 107 and 108: Consolidated Statement of Changes i
Page 109 and 110: Consolidated Cash Flow Statement Co
Page 111 and 112: Accounting Policies continued KEY A
Page 113 and 114: Critical accounting judgements Good
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Segmental reporting An operating se
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Accounting Policies continued Cash
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Cash and cash equivalents Cash and
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Notes to the Accounts continued 1 S
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Notes to the Accounts continued 1 S
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Notes to the Accounts continued 3 N
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Notes to the Accounts continued 6 P
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Notes to the Accounts continued 9 T
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Notes to the Accounts continued 11
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26 FINANCIAL INSTRUMENTS continued
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26 FINANCIAL INSTRUMENTS continued
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Company Statement of Changes in Equ
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Notes to the Company Accounts conti
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C12 RESERVES The Capital redemption
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C14 EXPLANATION OF TRANSITION TO FR
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2009/10 £000 2010/11 £000 2011/12
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Principal locations Telephone E-mai
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Principal locations Telephone E-mai
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DIVIDEND REINVESTMENT PLAN The Comp
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