Board of directors
The Board has overall responsibility to our shareholders for the management of the Group. The primary function of the Board is to set and oversee the effective implementation of the Group’s strategy.
There are nine Board members, comprising the Chairman (independent on appointment), two executive and six non-executive directors. The tenure of our non-executive directors ranges from one month to over 12 years, and they contribute a wide range of knowledge, skills and experience as illustrated in their individual biographies.
As part of our process of reviewing and refreshing Committee membership, we have recruited a new Non-Executive Director,John McConnell, who joined the Board in January 2014.
Alan Gillespie is the senior independent non-executive director. We consider all our non-executive directors to be independent. Our assessment of the independence of our non-executive directors pays particular attention to the personal qualities demonstrated by each director, particularly their character and judgment and the nature and effectiveness of their contribution to debate at Board and Committee meetings. We also take account of the factors specifically identified in the Code as potentially relevant in determining independence. Jonathan Newcomb has served on the Board as a non-executive director since September 2001. He has considerable experience and detailed knowledge of the sectors within which UBM operates, and continues to contribute objective analysis and challenge to Board discussions which we value highly. We also consider that an appropriate balance is provided by the presence on the Board of five other independent non-executive directors.
Non-executive directors’ appointments are reviewed every three years, and all directors are subject to annual re-election by shareholders at the Annual General Meeting (‘AGM’).
Jonathan Newcomb has served on the Board for over 12 years, having been a Non-Executive Director since September 2001.Notwithstanding the provisions of section B.1.1 of the Code, the Board considers that the quality and nature of Jonathan’s contribution to Board debate continues to demonstrate his independence. He has served as a highly effective Chairman of our Audit Committee since 2008 and was succeeded in this role by John McConnell. We value highly Jonathan’s experience and detailed knowledge of the sector in which UBM operates and he will be proposed for re-election to the Board for another year at the AGM in May 2014. Non-Executive Directors’ appointments are reviewed every three years. All Directors’ appointments are subject to annual re-election by shareholders. More information about the knowledge, skills and experience of our Board can be found in their individual biographies on pages 34 and 35. Having clear roles and responsibilities for Board members is an important element in ensuring that the Board operates effectively. The key relationship is that of the Chairman and Chief Executive (CEO). In accordance with the Code, a clear written description of their
respective roles is in place and has been approved by the Board.
A formal schedule of matters to be considered by the Board is in place and is reviewed annually. Responsibilities reserved to the Board include:
- Approval of the annual budget (including capital expenditure) and Treasury policy;
- Approval of the Group’s strategy;
- Approval of the interim and annual financial statements;
- Succession planning;
- Dividend policy;
- Major acquisitions and disposals and substantial property transactions; and
- The Group’s system of internal controls.
Decisions on operational matters are delegated to the executive directors and to divisional boards under formally documented authorities.
There is an established agenda of items to be considered at Board meetings, which provides regular updates on the Group’s finances, operations, strategy and development. Presentations are made by executive directors and by divisional management and other senior executives on specific issues. Papers for Board and committee meetings are generally circulated at least six days before the relevant meeting and include written reports from the CEO and CFO and Company Secretary. Other papers relating to matters such as talent management, potential acquisitions and divisional presentations are included as appropriate. Board meetings usually last for between three and four hours and are generally followed by a dinner to which members of divisional management and other guests are frequently invited.
The Board has six scheduled meetings a year and meetings may be convened at other times as and when necessary; nine Board meetings were held during 2013. More details of the Board and Committee meetings can found in the annual report.