Chairman and Chief Executive
Mr N M S Rich was appointed to the Board on 1 July 2006 and appointed Chairman on 1 October 2006 when Mr P D Orchard-Lisle resigned as Chairman. The Chairman has no other significant commitments and is not Chairman of any FTSE100 company.
Mr I D Coull was appointed Chief Executive in 2003.
The Board has approved written roles for the Chairman and the Chief Executive.
Non-Executive Directors
In addition to the Chairman, there are four Executive Directors, Lord Blackwell (Senior Independent Non-Executive) and six other Non-Executives .
The Board considers that the following Non-Executives are independent in both character and judgement and there are no relationships or circumstances which are likely to affect or appear to affect the individual’s judgement.
- Mr N M S Rich
- Lord Blackwell
- Mr S L Howard
- Mr A W Palmer
- Mr C A Peacock
- Mr T W Wernink
- Mrs L A MacDonagh
Mr N M S Rich held meetings during the year with the Non-Executive Directors without the Executive Directors being present.
Non-Executive letter of appointment
Appointments to the Board
The Nomination Committee comprises Mr N M S Rich, who chairs this committee, Lord Blackwell, Mr S L Howard, Mrs L A MacDonagh, Mr A W Palmer, Mr C A Peacock and Mr T W Wernink, all of whom are independent Non-Executive Directors and Mr I D Coull. The Committee has responsibility for making recommendations for new appointments to the Board. Outside consultants give advice to the Committee regarding searches for potential new Non-Executive Directors.
The Committee evaluates the balance of skills, knowledge and experience on the Board and prepares a description of the role and capabilities required for a particular appointment.
Board Development
On appointment, new Directors are given a comprehensive, formal and tailored introduction to the Group’s business including visits to the Group’s operations and meetings with senior management. Directors are encouraged to continually update their professional skills and capabilities, together with their knowledge of the Company’s business. During 2007, briefings by senior management and the Company’s legal advisors were provided in respect of the changes introduced by Companies Act 2006, including those related to directors’ duties and conflicts of interest and in respect of the new offence of corporate manslaughter. Briefings were also provided on the operation, drivers, key risks and economic outlook for the property market in the UK and Continental Europe and the key risks and economic outlook facing the sector. A number of papers supporting these briefings were provided by external property market analysts.
Board Performance Evaluation
The Board undertakes a formal evaluation of its own performance. The Chairman, assisted by the Company Secretary, leads this process. The performance evaluation consists of each Director completing a wide ranging appraisal questionnaire which is based on the process and questions outlined in the Code. The questionnaire provides a forum for giving feedback on the running of the Board, any weaknesses which need to be addressed and where the Board is performing well. The responses to the questionnaire are reviewed by the Chairman and the Board.
As a result of the 2007 review, the Chairman recommended the following changes: a more frequent review of strategy in difficult times; the commissioning of a review as to how the Company adds value; suggestions as to the content of Board agendas; and the provision of Audit and Remuneration Committee questionnaires constructed on a similar basis to those used for the Board performance evaluation. It has been agreed that the 2008 Board performance review will be conducted by a third party.
The Senior Non-Executive Director chaired a meeting of the Non-Executive Directors in the absence of the Chairman to appraise the Chairman’s performance taking into account the views of the Executive Directors. A similar review of the Chief Executive took place with the Chairman present. The Chairman and the Non-Executive Directors met during the year with the Chief Executive and Director of Human Resources to discuss succession planning.
Re-election
All Directors are subject to periodic re-appointment by the shareholders at three yearly intervals.
Non-Executive Directors are appointed and are then subject to periodic re-appointment. After two terms of three years there is a rigorous assessment prior to their being proposed.
The level and make-up of Remuneration
The pay and benefits for Executive Directors, including the Chairman, is determined by the Remuneration Committee. The Committee comprises, Mr S L Howard (Chairman), Lord Blackwell, Mrs L A MacDonagh and Mr C A Peacock.
For Non-Executive Directors, their fees and remuneration is determined by the Board on the advice of the Chairman. The remuneration of Executive Directors and Non-Executive Directors will be the subject of continual monitoring of comparable companies and the assistance of independent external advisers will be sought from time to time.
The Remuneration Report can be found in the current Annual Report.