20645_Scapa_AR_160504

CORPORATE GOVERNANCE
Board diversity
The Board recognises the importance of
gender diversity throughout the Group and is
committed to supporting women in achieving
positions in senior management. Our
Executive Team, details of which are set out
on page [XX], comprises eight positions,
four of which are held by women. Further
information on the total female representation
in our workforce is set out in the
Sustainability Report on page [XX].
We also recognise the importance of a
Board diverse in all respects and our Board
comprises members with a wide range of
experience and backgrounds. The Board
published a statement on Board diversity,
which is set out on page [XX] of this report
and also in the Corporate Governance
section of our website (www.scapa.com/en/
CorporateGovernance). Further information
on our HR policies is set out on page [XX].
Subject to the Company’s Articles of
Association, the Companies Act 2006 and
satisfactory performance, Non-Executive
Directors are appointed for an initial term of
three years. Before the third and sixth
anniversaries of appointment, the Director
discusses with the Board whether it is
appropriate for him or her to serve a further
term of three years. The appointment of any
Non-Executive Director who has served more
than nine years is subject to annual review by
the Board. The letters of appointment for the
Non-Executive Directors set out the number
of days expected to be required to perform
their duties. Additional time commitments are
expected from those Non-Executive Directors
who individually serve as the Chairman of any
Committee of the Board.
Scapa recognises that Non-Executive
Directors have other business interests
outside the Company and that other
directorships bring benefits to the Board.
All existing directorships are included in the
biographical details of the Directors on pages
[XX] and [XX]. Non-Executive Directors are
required to obtain approval from the Chairman
before accepting any further appointments.
The Non-Executive Directors meet formally
without the Executive Directors at least
once a year, and also meet informally
on other occasions.
Re-election
Graham Hardcastle (Group Finance Director)
was appointed to the Board on 1 February
2016 and his appointment will be subject
to formal approval by shareholders at the
Annual General Meeting to be held on
19 July 2016. The Board has voluntarily
adopted a policy that all Directors wishing
to remain in post will propose themselves
for re-election annually.
Further information on the appointment and
replacement of Directors is given in the
Directors’ Report on page [XX].
Conflicts of interest
Under the Companies Act 2006, a Director
must avoid a situation where a direct or
indirect conflict of interest may occur. The
Company has in place procedures to deal
with any situation where a conflict may
be perceived.
The Nominations Committee annually
reviews and considers the interests and
other external appointments held by the
members of the Board. The Directors have
a continuing duty to inform the Board of any
potential conflicts immediately so that they
may be considered. There is a formal register
of conflicts in which any authorised conflicts
of interest would be recorded. During the
year, none of the Directors declared a conflict
of interest.
The Board has specifically considered the
other appointments of the Directors, details
of which are included in their biographies
on pages [XX] and [XX], and has confirmed
that each Director is able to devote sufficient
time to fulfil the duties required of them
under the terms of their contracts or
letters of appointment.
Board performance and evaluation
In accordance with the UK Corporate
Governance Code, the Board has
established a formal process for the rigorous
evaluation of the performance of the Board,
its Committees and individual Directors on
an annual basis. This year the evaluation was
conducted by the Chairman, supported by
the Company Secretary. Each Director is
required to provide feedback on a detailed
questionnaire on a range of matters including
the balance of skills and experience of the
Board, independence of Directors, diversity
and relations between the Executive
Directors and Non-Executive Directors.
Feedback is developed through interviews
held with each Director. The outcome was
presented to the Board and discussed
openly and fully at the January 2016 Board
meeting. The overall assessment of the
Board and each of its Committees and
members was that the Board continues
to≈function effectively to a high standard,
with all members contributing fully and
constructively. A consistent message from
the evaluation was the importance of
succession planning at all levels of the
Board. The Board was equally clear that
it welcomes diversity in terms of gender,
background, skills and experience and will
seek to broaden the diversity of the Board
through future appointments, all of which
will be made on merit alone.
The Remuneration Committee reviews the
performance of the Executive Directors.
The Chairman reviews the performance of
the Non-Executive Directors and Board
Committees, with the exception of
Committees chaired by the Chairman.
The Senior Independent Director reviews
the performance of the Chairman and
Committees chaired by the Chairman.
During the year, the Chairman met with
the independent Non-Executive Directors
without the Executive Directors present, and
the Senior Independent Director met with the
other Non-Executive Directors without the
Chairman present.
Induction and training
On appointment, each Director takes part
in an induction programme through which
they are provided with comprehensive and
up-to-date information about the Group and
its business, the role of the Board and the
matters reserved for its decision, the Terms
of Reference and membership of the Board
and Committees, and the powers delegated
to those Committees. The programme
includes meetings with other Directors, the
Executive Team and senior management
members. In addition, each new Director is
provided with guidance from the Company
Secretary on the Group’s corporate
governance practices and procedures,
regulatory obligations applicable to the
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ANNUAL REPORT AND ACCOUNTS 2016 SCAPA GROUP PLC