QinetiQ Annual Report 2017
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42 Corporate governance <strong>QinetiQ</strong> Group plc <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2017</strong><br />
Corporate governance statement continued<br />
During the year,<br />
individual Nonexecutive<br />
Directors<br />
visited the<br />
Shoeburyness and<br />
Boscombe Down<br />
sites in the UK and<br />
the Waltham site<br />
in the USA.<br />
Details of the Directors, including their names, skills<br />
and experience can be found in the biographies on<br />
pages 48 to 49.<br />
The Nominations Committee seeks to ensure that the<br />
composition of the Board and its Committees provides<br />
the optimum balance of skills, knowledge, background<br />
and experience, and to oversee succession planning for<br />
the Board and senior management. The report of the<br />
Nominations Committee can be found on page 52.<br />
B2<br />
Appointments to the Board<br />
The Nominations Committee oversees appointments<br />
to the Board, its balance of skills and experience and the<br />
succession planning process for the Board and senior<br />
management. It ensures that the requirements for<br />
updating Board membership are met on a timely basis.<br />
The report of the Nominations Committee can be found<br />
on page 52.<br />
B3<br />
Time Commitment<br />
The anticipated time commitment required in respect<br />
of the non-executive role is communicated in the<br />
appointment process. The Board is notified of changes<br />
to other significant commitments and the Chairman<br />
consulted where appropriate.<br />
B4<br />
Director Training and Development<br />
On appointment, Directors receive a tailored induction<br />
programme, comprising site visits, meetings with<br />
management, and training where required. On an<br />
ongoing basis, Directors receive appropriate training<br />
about the Company and their duties. The Directors<br />
are also required to complete the annual business<br />
ethics training, as noted on page 31. The Company<br />
Secretariat organises site visits and training to suit<br />
individual requirements.<br />
David Smith, who joined the Board in March <strong>2017</strong>, has<br />
received technical materials in respect of the Group’s<br />
policies and procedures, had a series of meetings with<br />
senior management, members of the Finance team and<br />
members of the wider leadership community, and has<br />
visited a number of <strong>QinetiQ</strong> sites, including Malvern and<br />
Portsmouth in the UK and Waltham in the USA. He has<br />
also met with the Company’s auditors, brokers, and<br />
financial and corporate relations advisors.<br />
During the year, individual Non-executive Directors<br />
visited the Shoeburyness and Boscombe Down sites in<br />
the UK and the Waltham site in the USA, as a result of<br />
specific requests. The Board received collective training<br />
in the form of technical briefings from KPMG on<br />
accounting changes, from Ashurst on the Market Abuse<br />
Regulation and a corporate governance update from<br />
the Company Secretary. Non-executive Directors also<br />
personally arranged and attended external updates<br />
and training courses.<br />
B5<br />
Information and Support for Directors<br />
The Chairman, working in conjunction with the Company<br />
Secretary, ensures that the Board receives accurate,<br />
timely and clear information.<br />
B6<br />
Performance Evaluation<br />
An evaluation of the performance of the Board, its<br />
Committees and individual Directors, is carried out<br />
annually, with an external, independent, review in<br />
each third year.<br />
The most recent external review took place in 2016.<br />
It was carried out by Lintstock and took place in the<br />
final quarter of the year so that it could be fully focused<br />
on outside the financial reporting cycle and strategy<br />
meetings. The key findings of the prior year external<br />
evaluation review and progress against them can be<br />
found on page 50.<br />
During the year under review, an evaluation of<br />
the effectiveness of the Board and its Committees<br />
was carried out internally by way of a questionnaire<br />
completed by Board members. Details of the process<br />
and key findings of this evaluation and resulting<br />
priorities for the coming year can be found on page 51.<br />
B7<br />
Re-election of Directors<br />
The Company requires each serving member of the<br />
Board to be put forward for election or re-election<br />
on an annual basis at each <strong>Annual</strong> General Meeting.<br />
Code Principle C<br />
Accountability<br />
C1<br />
Financial and Business <strong>Report</strong>ing<br />
The Board presents its results at the full year and the<br />
half year and provides quarterly updates to the market.<br />
The <strong>Annual</strong> <strong>Report</strong> and Accounts contains a Strategic<br />
report which provides an explanation of how the<br />
Company generates or preserves value over the<br />
longer term (the business model) and the strategy<br />
for delivering the objectives of the Company. A going<br />
concern statement and longer-term viability statement<br />
are included on pages 58 and 22 respectively,<br />
responsibility statements can be found on page 95,<br />
and details of the process for ensuring that the <strong>Annual</strong><br />
<strong>Report</strong> is fair, balanced and understandable can<br />
be found on page 61. There is also a statement<br />
in the auditor’s report on page 99 about their<br />
reporting responsibilities.<br />
C2<br />
Risk Management and Internal Control<br />
The Board is ultimately responsible for the Group’s<br />
system of internal control and for reviewing its<br />
effectiveness in safeguarding shareholders’<br />
interests and the Company’s assets.