2016_Halma_ARA_160610_2

More documents

Recommendations

Info

Corporate Governance Report continued Nomination Committee COMMITTEE CHAIRMAN’S OVERVIEW Over the past year, we have seen minor re-shaping of the Board and Committee membership and change in individual responsibilities as described below. In July 2015, Tony Rice succeeded Stephen Pettit as Senior Independent Director and Chairman of the Remuneration Committee. The search for a new non-executive Director, to fill the subsequent vacancy, was successfully concluded at the end of the calendar year and the Committee were delighted to recommend the appointment of Carole Cran to the Board. Carole will succeed Jane Aikman as Chairman of the Audit Committee after she steps down at our 2016 AGM. I reported in the 2015 Committee report that the resignation of Neil Quinn from the Board provided an opportunity to consider the executive composition of the Board. The Committee has considered this over the past year and, at the present time, continues to believe that the balance of executive and non-executive Directors is appropriate, as the focus remains on building the new sector structure, both in terms of operations and talent. The Committee will keep the Board and Executive Board composition under review over the coming year. ROLE OF THE COMMITTEE The Committee is appointed by the Board and operates under written terms of reference, which are available on the Group’s website. The primary role and responsibilities of the Committee is to: • review the size, balance and composition (evaluating the skills, knowledge and experience) of the Board and its Committees, ensuring that they remain appropriate and making recommendations to the Board with regard to any changes; • lead the process for Board appointments; • oversee the succession planning requirements for the Board and other senior executives, including the identification and assessment of potential candidates and making recommendations to the Board for its approval; and • keep under review the leadership needs of the Group in relation to both its executive Directors and other senior executives, including any recommendations made by the Chief Executive for changes to the executive membership of the Board. COMPOSITION OF THE COMMITTEE The Committee currently comprises the Chairman, the Chief Executive and five independent non-executive Directors, therefore comprising a majority of nonexecutive members. The Chairman acts as the Chairman of the Committee but would not chair a meeting which was dealing with the appointment of a successor to the chairmanship. The following members served on the Committee during the year: • Paul Walker (Chairman) • Andrew Williams • Stephen Pettit (retired 23 July 2015) • Jane Aikman • Daniela Barone Soares • Roy Twite • Tony Rice • Carole Cran (appointed 1 January 2016) ACTIVITIES IN 2015/16 During the year, the Committee has undertaken the following activities: • recommending the appointment of Tony Rice as Senior Independent Director and Chairman of the Remuneration Committee; • non-executive Director succession planning, resulting in the appointment of Carole Cran; • preparing a non-executive profile for the replacement of Jane Aikman and working with Lygon Group to initiate the search; • review of Executive succession plans and talent review; • annual self-evaluation and review of Director independence in accordance with the terms of reference; and • proposing the election and re-election of Directors at the AGM. Allocation of time Recruitment33% Succession planning 39% Governance and reporting 12% Independence and (re-)election of Directors 7% Composition of the Board 9% NON-EXECUTIVE DIRECTOR TENURE As at the date of this Report, the tenure of the five non-executive Directors is spread across a nine-year period, as illustrated in the chart opposite. Any term beyond six years is subject to particularly rigorous review to ensure that the non-executive Director continues to be effective and that the Committee is not being stifled in any way. 66 Halma plc Annual Report and Accounts 2016
Jane Aikman is in her final term, having served nearly nine years on the Board, Daniela Barone Soares is in her second three-year term, Tony Rice and Roy Twite are in their first three-year terms and Carole Cran will be subject to her first term on being elected at the AGM in July 2016. BOARD APPOINTMENT PROCESS Prior to making a recommendation to the Board for the appointment of Carole Cran, the Committee undertook the following process: • identification of skills, experience and knowledge that would be complimentary for the general role of non-executive Director, in addition to recent and relevant financial experience required for the role of Audit Committee Chairman; • selection and recommendation of a global search firm. Lygon Group, who have no connection with the Company, were selected based on an interview process involving key executives and the Chairman; • a shortlist of candidates was reviewed by the Committee based on candidate reports prepared by Lygon Group; • interviews and meetings were arranged with the Chairman, Chief Executive, Finance Director and several members of the Committee and other senior management; and • a full review of the candidates was undertaken by the Committee at its meeting in November and a unanimous recommendation made to the Board. DIVERSITY The Committee and the Board support diversity and inclusion and has developed a policy for use throughout our Group. Further details on Board diversity are set out in the Effectiveness section on page 64 and for the wider employee base, in the Sustainability section on pages 51 and 52. Non-executive Director tenure Jane Aikman Daniela Barone Soares Carole Cran Tony Rice Roy Twite Years 1 2 3 4 5 6 7 8 9 10 PRIORITIES FOR 2016/17 The Committee’s priorities for 2016/17 will be: • to recruit a non-executive Director, to fill the vacancy when Jane Aikman steps down, with the right skills, knowledge and experience to bring further insight and challenge to the executive Directors; and • a continued focus on succession planning and talent development. On behalf of the Nomination Committee STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS BOARD GENDER Paul Walker Chairman 14 June 2016 Male6 Female 3 Halma plc Annual Report and Accounts 2016 67
Page 1 and 2:
Halma plc Annual Report and Account
Page 3 and 4:
Highlights Another record year of r
Page 5 and 6:
Infrastructure Safety Products whic
Page 7 and 8:
Revenue from outside the USA, UK an
Page 9 and 10:
Our decentralised organisational st
Page 11 and 12:
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 and 64: Board governance structure Board Pr
Page 65 and 66: October 2015 • Group strategic pe
Page 67: The Board and Committee evaluations
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
Page 115 and 116: Segmental reporting An operating se
Page 117 and 118: Accounting Policies continued Cash
Page 119 and 120:
Cash and cash equivalents Cash and
Page 121 and 122:
Notes to the Accounts continued 1 S
Page 123 and 124:
Notes to the Accounts continued 1 S
Page 125 and 126:
Notes to the Accounts continued 3 N
Page 127 and 128:
Notes to the Accounts continued 6 P
Page 129 and 130:
Notes to the Accounts continued 9 T
Page 131 and 132:
Notes to the Accounts continued 11
Page 133 and 134:
Page 135 and 136:
Page 137 and 138:
Page 139 and 140:
Page 141 and 142:
Page 143 and 144:
Page 145 and 146:
Page 147 and 148:
Page 149 and 150:
Page 151 and 152:
26 FINANCIAL INSTRUMENTS continued
Page 153 and 154:
26 FINANCIAL INSTRUMENTS continued
Page 155 and 156:
Page 157 and 158:
Page 159 and 160:
Page 161 and 162:
Page 163 and 164:
Company Statement of Changes in Equ
Page 165 and 166:
Notes to the Company Accounts conti
Page 167 and 168:
Page 169 and 170:
Page 171 and 172:
Page 173 and 174:
C12 RESERVES The Capital redemption
Page 175 and 176:
C14 EXPLANATION OF TRANSITION TO FR
Page 177 and 178:
2009/10 £000 2010/11 £000 2011/12
Page 179 and 180:
Principal locations Telephone E-mai
Page 181 and 182:
Principal locations Telephone E-mai
Page 183 and 184:
DIVIDEND REINVESTMENT PLAN The Comp
show all

2016_Halma_ARA_160610_2

Create successful ePaper yourself

Delete template?

Save as template?