EXTERNAL REVIEW

The Board aims to undertake an externally-facilitated effectiveness review at least once every three years. A further external review will be undertaken in 2019.

The most recent external reviews were carried out in 2016/17 and 2013 by Independent Audit Limited (“Independent Audit”). Independent Audit has no other connection with the Group.

Based on interviews with Board members and executive management and detailed reviews of Board and Committee papers, Independent Audit stated in its February 2017 report that:

  • a very thorough approach to follow-through of the agreed actions has been adopted
  • considerable progress has been made across many aspects of the Board’s activities, including a strong focus on cost and competitiveness as well as considerable attention given to other crucial areas, including relations with local communities, and to safety and health
  • looking ahead, management will need to focus on the further development of the information provided to Directors to help support discussion of the main challenges and risks. In turn, the Board will need to assess how the Group will respond to industry trends, macroeconomic developments and innovation.

Following the 2019 externally-facilitated review, the Chairman and the Senior Independent Director will meet to agree an action plan for closing any gaps identified and the Nomination and Governance Committee will evaluate gap-closure progress.

INTERNAL REVIEW

In years where there is no externally-facilitated review, the Board conducts an internal effectiveness assessment, led by the Senior Independent Director and the Company Secretary.

An internal review was carried out in 2018, which confirmed that significant improvements had been made to Board effectiveness since the first external review in 2013. The Board will continue to use the findings of external and internal reviews to make additional improvements to Board and Committee effectiveness.

During 2018, the Senior Independent Director asked Non-Executive Directors to complete a survey on the Chairman’s effectiveness. At a meeting without the Chairman present, the Senior Independent Director presented consolidated results to Non-Executive Directors and agreed on both positive aspects and improvement opportunities, which were summarised in a feedback letter shared by the Senior Independent Director with the Chairman. The Chairman used these comments to continue to improve the operation of the Board.

In turn, the Chairman assessed each of the Non-Executive Directors’ individual effectiveness, performance and potential to assume new Board or Committee roles, in order to update the Board and Committee succession plans.