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CORPORATE GOVERNANCE<br />

of Group Finance Director. Paul has been<br />

instrumental in leading the Group through<br />

a period of exceptional growth and we<br />

wish him well for the future. Graham brings<br />

to the role very strong business skills and<br />

experience in healthcare and global markets,<br />

which will be of great benefit to the Group as<br />

it pursues its strategy for growth. Graham<br />

was Group Finance Director at Bridon<br />

International and prior to that he held a<br />

number of senior finance positions at Smith<br />

& Nephew plc and Smiths Group plc.<br />

Since the year end, we have also appointed<br />

David Blackwood as an independent<br />

Non-Executive Director. David was previously<br />

Group Finance Director of Synthomer plc, a<br />

position from which he retired in May 2015,<br />

and prior to that was Group Treasurer at<br />

Imperial Chemical Industries plc. David joined<br />

the Board on 1 May 2016 and will chair the<br />

Audit and Risk Committee from 1 June 2016.<br />

Mike Buzzacott will stand down from the<br />

Board on 30 May 2016.<br />

As in prior years, we undertook a rigorous<br />

evaluation of the Board and each of its<br />

Committees. The conclusions from the<br />

evaluation confirmed that the Board<br />

continues to function effectively as a whole<br />

and in Committee, and that all Directors<br />

properly discharge their duties. During the<br />

year, the Board took the decision that all<br />

Directors will offer themselves for re-election<br />

at each Annual General Meeting of the<br />

Company. Richard Perry, Senior<br />

Independent Director, has been in his<br />

role since May 2006 and has indicated a<br />

willingness to remain on the Board for a<br />

further term subject to shareholder approval.<br />

Richard is a highly valued member of the<br />

Board and we wholeheartedly support his<br />

continued tenure.<br />

which were taken into account in finalising<br />

the structure of the Value Creation Plan that<br />

was approved by shareholders in General<br />

Meeting on 16 November 2015. During the<br />

year, I met with several major investors to<br />

discuss Board composition, remuneration,<br />

corporate governance and shareholder<br />

relations. I am pleased to report that feedback<br />

from these shareholder meetings, which are<br />

held separately from the investor relations<br />

meetings conducted by the Executive<br />

Directors, was positive and supportive<br />

of the business and management.<br />

Lastly, I should like to encourage all<br />

shareholders to attend the Annual General<br />

Meeting on 19 July 2016, details of which<br />

are enclosed with this report.<br />

J A S WALLACE<br />

CHAIRMAN<br />

24 MAY 2016<br />

<strong>Scapa</strong> is proud of the high standards of<br />

corporate governance that it demands of<br />

itself and its people. Before introducing<br />

a new long term incentive plan for the<br />

Executive Directors and Executive Team, the<br />

Chairman of the Remuneration Committee<br />

and the Company Secretary liaised with the<br />

top ten shareholders to canvass views,<br />

35<br />

ANNUAL REPORT AND ACCOUNTS 2016 SCAPA GROUP PLC

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