Punch Taverns plc 2011 Annual Report
Punch Taverns plc 2011 Annual Report
Punch Taverns plc 2011 Annual Report
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<strong>Punch</strong> <strong>Taverns</strong> <strong>plc</strong><br />
<strong>Annual</strong> <strong>Report</strong> and Financial Statements <strong>2011</strong><br />
29<br />
Other areas of responsibility include:<br />
• consideration of the Company’s succession plans which are<br />
in place for Board members and the senior management team;<br />
• the identification, evaluation and nomination of candidates<br />
to fill Board vacancies;<br />
• reviewing Directors’ conflicts of interests and making<br />
recommendations to the Board to authorise such conflicts<br />
where applicable;<br />
• regularly reviewing the membership of the Company’s<br />
committees to ensure that undue reliance is not placed upon<br />
certain individuals; and<br />
• making recommendations in respect of Board re-election<br />
by shareholders.<br />
Tony Rice chaired the Nomination and Governance Committee<br />
meeting at which candidates for the appointment as successor<br />
of the Chairman of the Board were discussed, and at which an<br />
appointment was recommended.<br />
All Non-executive Directors are appointed for specified terms<br />
subject to re-election and to statutory provisions relating<br />
to the removal of a Director. Any term beyond six years for a<br />
Non-executive Director is subject to particularly rigorous review<br />
and should take into account the need for progressive refreshing<br />
of the Board. Ian Fraser was appointed in September 2004 and<br />
has therefore exceeded the six-year term; following the number<br />
of Board changes at demerger, however, it is felt that Ian should<br />
stand for re-election to ensure continuity on the Board.<br />
When considering new appointments the Company has a formal,<br />
rigorous and transparent procedure which is based on merit<br />
and assessed objective criteria. The Nomination and Governance<br />
Committee evaluates the balance of skills, knowledge and<br />
experience required and prepares a description of the role<br />
and capabilities required. Before any appointment is made the<br />
Committee obtains details of any interests the candidate may<br />
have which conflict or may conflict with the interests of the<br />
Company and considers whether, despite any such conflict,<br />
there are nevertheless grounds for recommending the candidate<br />
for appointment. This procedure was utilised during the period in<br />
the appointments of Ian Dyson and Steve Dando. In conjunction<br />
with an external recruitment agency, a job specification was<br />
drawn up, open advertising used and interviews undertaken<br />
by the Nomination and Governance Committee and other<br />
Non-executive Directors.<br />
Commitment<br />
Directors allocate sufficient time to the Company to<br />
discharge their responsibilities effectively.<br />
The terms and conditions of appointment of Non-executive<br />
Directors are available for inspection at the Company’s registered<br />
office during normal business hours and from 15 minutes prior<br />
to and during the Company’s <strong>Annual</strong> General Meeting (AGM).<br />
On appointment, the Company’s Non-executive Directors<br />
are informed of the expected time commitment that will be<br />
required and it is recommended that they set aside enough time<br />
to demonstrate satisfactory time commitment to their new role.<br />
Details of other commitments and potential conflicts of interest<br />
are disclosed to the Nomination and Governance Committee<br />
and approved before appointment, and any subsequent changes<br />
are notified to the Board. For the appointment of the Chairman,<br />
the Nomination and Governance Committee prepared a job<br />
description which included an assessment of the expected<br />
time commitment.<br />
Development<br />
All Directors should receive induction on joining the<br />
Board and should regularly update and refresh their<br />
skills and knowledge.<br />
On appointment, the Chairman together with the Company<br />
Secretary ensures that each Director receives a tailored induction<br />
programme that includes:<br />
• individual time with the Chairman, the Chief Executive Officer<br />
and other members of the Board;<br />
• meetings with the Company’s external advisers, substantial<br />
shareholders, brokers and lawyers;<br />
• an internal induction course which introduces the Group,<br />
its divisions and its employees;<br />
• visits to the Group’s leased pubs and those of competitors; and<br />
• external training courses, if required.<br />
The Chairman regularly reviews and agrees with each Director<br />
their training and development needs.<br />
Information and support<br />
The Board is provided with timely information in a<br />
form and of quality appropriate to enable it to discharge<br />
its duties.<br />
The Chairman, together with the Company Secretary, ensures<br />
that the Board receives accurate, timely and clear information.<br />
In preparation for every Board meeting, each Director receives<br />
documentation including a detailed report on current trading<br />
and full papers on matters where the Board will be required to<br />
make a decision or give its approval. These matters are discussed<br />
during the Board meeting, with the Chief Executive Officer<br />
and Finance Director giving an overview of how the Group is<br />
performing against expectations. In addition, the Board receives<br />
presentations from other members of senior management and<br />
external advisers to aid their understanding when applicable.<br />
All Directors, especially Non-executive Directors, have access<br />
to independent professional advice at the Company’s expense<br />
where it is judged necessary to discharge their responsibilities<br />
as Directors.<br />
All the Directors have access to the advice and services of the<br />
Company Secretary. The Company Secretary is responsible for:<br />
• ensuring that good information flows within the Board, its<br />
Committees and between the Non-executive Directors and<br />
senior management;<br />
• facilitating induction and assisting with professional<br />
development as required;<br />
• advising the Board, through the Chairman, on all governance<br />
matters;<br />
• providing assistance and information on corporate<br />
administration and legal matters; and<br />
• ensuring that Board procedures are followed and that all<br />
applicable legislation and regulations are complied with.<br />
The appointment and removal of the Company Secretary is a<br />
matter for the Board.<br />
Financial statements Governance<br />
Business review