In accordance with 2016 UK Corporate Governance Code (the "Code"), the Board is responsible for undertaking a formal and rigorous annual evaluation of its own performance and that of its Committees and individual Directors.
In FY18 the process was facilitated externally by the Board, with the assistance of Oliver Ziehn of Lintstock. Neither, Mr Ziehn nor Lintstock has any other connection with the Company. This external review satisfied the Code's recommendation that an external review should be undertaken externally at least every third year, the previous one was undertaken in 2015.
Progress on FY17 evaluation (internal review)
The outcomes of the internal Board evaluation for FY17 were reported in the 2017 Annual Report. Details of progress made on these areas are set out below:
||Corporate governance and NED programme
||Improved succession planning required
More corporate governance updates to be provided
Ensuring continuation of NED training programme
|More focus on Board Strategy Day
|Progress made in FY18
||Although the succession plans for the Board have been considered during the year, they will need to be fully reviewed again, following the appointment of the new Chairman in succession to Dennis Millard. It is expected that the new Chairman will work with the Chief Executive Officer and will review the overall Board structure particularly as part of the ongoing process of appointing a new Chief Financial Officer.
||During the period, the Non-Executive Directors have undertaken a comprehensive programme of visits to the major locations where the business operates. These structured meetings have enabled them to spend time with the Executive Directors, the senior management team and numerous colleagues in retail stores and Autocentres. This programme will continue and improvements will be incorporated wherever necessary. To ensure that the Directors are kept informed of ongoing developments in corporate governance, they have been provided during the year with reports and updates both on proposed new changes to the UK Corporate Governance Code and on the voting guidelines or recommendations from shareholders (such as Aviva) and shareholder bodies (such as ISS).
||Following his appointment in January 2018, Graham Stapleton has organised a comprehensive review of the strategy of the business. This work is currently ongoing but it is expected that once completed it will replace the current strategy known as 'Moving Up A Gear' which was introduced as a three year plan in 2015 by Graham's predecessor, Jill McDonald.
FY18 Board Performance Evaluation (externally facilitated review)
The responses to the external evaluation surveys were submitted by the Directors and then collated by Lintstock. Many areas were positively or highly rated such as: Board Dynamics, Management of Meetings; Board Support; Focus of Meetings; Strategic Oversight; Risk Management and Internal Control. The responses also indicated various areas on which the Board should focus in the coming year. The priorities for the incoming Chairman in their first year included: supporting the new Chief Executive; addressing strategic issues; developing relationships with stakeholders; understanding the business and markets; and reviewing the Board composition. The priorities for the Board for the coming year included: supporting the Chief Executive (particularly in regard to strategy); focussing on strategy; completing recruitment; and addressing talent and succession. These matters will be considered, developed and monitored throughout the coming year.