Punch Taverns plc 2011 Annual Report

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