20645_Scapa_AR_160504

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CORPORATE GOVERNANCE GENDER RATIO Male 7 Female 0 Male 5 Female 4 Male 29 Female 5 MAIN BOARD EXECUTIVE TEAM LEADERSHIP TEAM TOTAL EMPLOYEES Male 917 (68%) Female 422 (32%) BOARD COMMITTEES Nominations Committee The Nominations Committee is responsible for Board recruitment and succession planning, to ensure that the right skill sets are present in the Boardroom. Remuneration Committee The Remuneration Committee is responsible for determining all elements of remuneration for the Executive Directors and for reviewing the appropriateness and relevance of the Group’s remuneration policy. Audit and Risk Committee The Audit and Risk Committee’s main responsibilities are to monitor the integrity of the Group’s financial statements, to review internal and external audit activity and to monitor the effectiveness of risk management and internal controls. Compliance statement A detailed review of the Company’s compliance with the UK Corporate Governance Code issued by the Financial Reporting Council (FRC) in September 2012 (the ‘Code’) has been undertaken. The review took into account the FRC Guidance on Board Effectiveness issued in March 2011, the FRC Guidance on Audit Committees issued in September 2012 and the FRC Guidance on Risk Management, Internal Control and Related Financial and Business Reporting issued in September 2014. The Company has complied with all relevant provisions of the Code throughout the year ended 31 March 2016 and through to the date of this report. The Group’s internal controls are summarised on pages [xx] and [xx]. LEADERSHIP The role of the Board The Board is responsible for the long-term success of the Group and is ultimately accountable for the Group’s strategy, risk management and performance. The Board’s primary roles are to provide entrepreneurial leadership to the Group within a framework of prudent and effective control which enables risk to be assessed and managed, and to set the Group’s strategic objectives and to ensure that the necessary resources are made available so that those objectives can be met. The Board also sets the Group’s values and standards and is responsible for ensuring that its obligations to its shareholders and other stakeholders including employees, suppliers, customers and the community, are understood and met. The Board comprises two Executive Directors, a Non-Executive Chairman and three Non-Executive Directors. During the Group Finance Director’s handover period from Paul Edwards to Graham Hardcastle between 1 February and 30 April 2016, the Board had three Executive Directors. The names, biographical details and Committee memberships of the current Board members are set out on pages [32] and [33] of this report. Division of responsibilities of the Chairman and Chief Executive There is a clear division of responsibilities between the Chairman and the Chief Executive. Each role has its own formal written description of specific responsibilities. The Chairman’s principal responsibility is to lead the Board in the determination of its strategy and the achievement of its objectives. The Chairman is responsible for organising the business of the Board, ensuring its effectiveness by facilitating full and constructive contributions to the development and determination of the Group’s strategy and its overall commercial objectives from each member of the Board. The Chairman is responsible for promoting the highest standards of integrity, probity and corporate governance throughout the Group. The Chairman manages the relationship with shareholders in relation to governance matters and regularly considers the composition and skill set of the Board through evaluation. The Chairman sets the Board agenda and, with the Company Secretary, ensures that the Directors receive accurate, clear, comprehensive and timely information so that the Board is properly informed prior to each meeting in order that there can be appropriately thorough consideration and debate of the issues at Board and Committee meetings. 38 SCAPA GROUP PLC ANNUAL REPORT AND ACCOUNTS 2016
CORPORATE GOVERNANCE The Chief Executive is directly responsible for all executive management matters affecting the Group. His principal responsibility is ensuring achievement of the agreed strategic objectives and leadership of the business on a day-to-day basis. The Chief Executive is accountable to the Board for the financial and operational performance of the Group. The management structure of the business under the Chief Executive’s leadership is set out below. The role of the Non-Executive Directors The Non-Executive Directors bring independence and a wide range of experience to the Board. Their role is to help develop strategy and to promote constructive debate and challenge in Board discussions. Richard Perry is currently Senior Independent Director. The Senior Independent Director provides a sounding board for the Chairman and serves as an intermediary for the other Directors as necessary, as well as carrying out the evaluation of the Chairman. He also acts as a line of contact for shareholders if they have concerns which are not appropriate for discussions through the Chairman, Chief Executive or Group Finance Director. The role of the Company Secretary The Company Secretary advises the Board through the Chairman on all governance matters. All Directors have access to the services of the Company Secretary and may take independent professional advice at the Company’s expense in conducting their duties. In accordance with the Company’s Articles of Association and the schedule of matters reserved for the Board, the appointment and removal of the Company Secretary is a matter for the whole Board. Operation of the Board The Board held six formal meetings during the 2016 fiscal year and there were seven telephone update calls and ad hoc conference calls during the year to deal with matters as required. Attendance at each meeting is set out in the table on page [XX]. The Company Secretary was in attendance at all Board meetings as well as at all telephone update and conference calls. The Board held its annual strategy meeting at the Group’s Valence facility in September 2015. The provision of relevant, up-to-date information is fundamental to the effective leadership delivered by the Board. Reports from the Executive Directors, which focus on major operational matters, are circulated in advance of each Board meeting and focus on major operational matters. Reports are also produced by the Chief Operating Officer and the Company Secretary on key business areas for each Board meeting. To ensure that the Directors are kept fully informed on the status of the business, presentations from across the Group’s divisions and functions are made to the Board on a regular basis. During the year, overviews were presented by each member of the Executive Team. During the year, the Board also received presentations from senior managers on Commercial, EHS and risks affecting the Group. Other matters undertaken by the Board during the year include review of the culture programme implemented throughout the Group to promote entrepreneurship and value creation; approval of a payment of £2m by way of contingent consideration in respect of First Water Limited; approval of the annual budget; review of governance issues affecting the Company; review of the corporate structure of the Group; review of the manufacturing footprint of the Group; and assessment of the corporate risk map. Where appropriate, certain matters were delegated to a committee of the Board. Governance across the Group All areas of the Group are required to meet high standards of governance and controls. The Group’s operations are reviewed by the Executive Team through regular reports, meetings and presentations. The Group’s Risk & Assurance team performs regular audits of governance and control standards, reporting its findings to the Audit and Risk Committee of the Board. BOARD COMMITTEES The Board has delegated certain responsibilities to the following Board Committees: > > the Audit and Risk Committee > > the Nominations Committee > > the Remuneration Committee The reports of the Audit and Risk Committee, Nominations Committee and Remuneration Committee are set out on pages [xx] to [xx]. Each Committee operates under clearly defined Terms of Reference which are reviewed annually and any proposed changes to those terms are referred to the EXECUTIVE TEAM STRUCTURE The Group Chief Executive is supported by the Group’s Executive Team, whose structure is set out below: EXECUTIVE TEAM STRUCTURE Heejae Chae Group Chief Executive Graham Hardcaslte Group Finance Director Rebecca Smith Group General Counsel and Company Secretary Joe Davin Group President Healthcare Kären Olson Group President Industrial Chris Carter Chief Operating Officer Clare Douglas Group HR Director Sayoung Jung Director of Strategy and Corporate Development 39 ANNUAL REPORT AND ACCOUNTS 2016 SCAPA GROUP PLC
Page 1 and 2: STRATEGIC VALUE CREATION SCAPA GROU
Page 3 and 4: FINANCIAL HIGHLIGHTS STRATEGIC REPO
Page 5 and 6: STRATEGIC REPORT REVENUE BY DIVISIO
Page 7 and 8: STRATEGIC REPORT PERFORMANCE AND DI
Page 9 and 10: STRATEGIC REPORT STRATEGIC PROGRESS
Page 11 and 12: STRATEGIC REPORT 2016 STRATEGIC GOA
Page 13 and 14: STRATEGIC REPORT UNDERLYING CASH FL
Page 15 and 16: STRATEGIC REPORT RISK MANAGEMENT MO
Page 17 and 18: PRINCIPAL RISKS AND UNCERTAINTIES S
Page 19 and 20: STRATEGIC REPORT Risk Accountable E
Page 21 and 22: VIABILITY STATEMENT STRATEGIC REPOR
Page 23 and 24: STRATEGIC REPORT Healthcare has del
Page 25 and 26: STRATEGIC REPORT We continue to inv
Page 27 and 28: STRATEGIC REPORT Umquasperum unt qu
Page 29 and 30: STRATEGIC REPORT OUR STRATEGY 2015/
Page 31 and 32: STRATEGIC REPORT The underlying eff
Page 33 and 34: STRATEGIC REPORT projects that prov
Page 35 and 36: STRATEGIC REPORT OUR EXECUTIVE TEAM
Page 37 and 38: STRATEGIC REPORT ENVIRONMENTAL PERF
Page 39 and 40: CORPORATE GOVERNANCE of Group Finan
Page 41: CORPORATE GOVERNANCE M C BUZZACOTT
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Page 51 and 52: CORPORATE GOVERNANCE REPORT OF THE
Page 53 and 54: REPORT OF THE REMUNERATION COMMITTE
Page 55 and 56: CORPORATE GOVERNANCE REMUNERATION C
Page 57 and 58: CORPORATE GOVERNANCE Purpose Operat
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Page 61 and 62: DIRECTORS’ ANNUAL REMUNERATION RE
Page 63 and 64: CORPORATE GOVERNANCE The performanc
Page 65 and 66: CORPORATE GOVERNANCE HISTORICAL CHI
Page 67 and 68: CORPORATE GOVERNANCE The salary of
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Page 71 and 72: DIRECTORS’ RESPONSIBILITIES FINAN
Page 73 and 74: CONSOLIDATED STATEMENT INCOME INCOM
Page 75 and 76: CONSOLIDATED STATEMENT OF CHANGES O
Page 77 and 78: GROUP ACCOUNTING POLICIES POLICIES
Page 79 and 80: GROUP ACCOUNTING POLICIES CONTINUED
Page 85 and 86: NOTES ON ON THE THE ACCOUNTS FINANC
Page 87 and 88: FINANCIAL STATEMENTS 2. SEGMENT ASS
Page 89 and 90: FINANCIAL STATEMENTS current status
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FIVE YEAR SUMMARIES FINANCIAL STATE
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COMPANY BALANCE SHEET SHEET AS AT 3
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STATEMENT OF ACCOUNTING POLICIES CO
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COMPANY INFORMATION FINANCIAL STATE
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