Our approach
Clear separation of roles between the Chair and the Chief Executive Officer is in place. The Chair takes responsibility for the running of the Board, and the Chair ensures that all Board members are properly briefed on all key matters.
Board agendas are approved by the Chair. Directors are provided with regular, timely information on the performance of the divisions within the Group. The Chair facilitates the meetings and ensures there is time for each Director to contribute. Directors contribute their independent judgement and experience to challenge and explore key matters. The Board is provided with a Health & Safety report, finance, management and people reports and other information on a regular basis. The balance of the Board is considered and reviewed by the Nomination Committee (see page 71), and this year our Resilience plan for leadership roles, was reviewed.
The Chief Executive Officer, with the other Executive Directors, is responsible for implementing the strategy of the Board and for managing day-to-day business activities. The Company Secretary is responsible for ensuring that Board procedures are followed together with all applicable rules and regulations.
All Non-executive Directors have confirmed and demonstrated that they have adequate time available to meet the requirements of the role and they have no conflicts of interest. Any change in commitments is notified as soon as possible by the Directors to the Chair and Company Secretary. Non-executive Directors are expected to devote such time as is necessary for the proper performance of their duties, including preparation for and attendance at Board, Committees or shareholder meetings.
The Board has delegated authority to the Audit, Remuneration and Nomination Committees to support the work of the Board in the performance of its duties. The Committee Reports are on pages 71 to 92, and their terms of reference can be found at www.alumasc.co.uk. The Board checks annually and can confirm that it believes that the members of the Committees have the appropriate skills and knowledge to carry out their roles.
In accordance with the articles of association, any Director who served three years is required to retire and seek election by shareholders at the next Annual General Meeting (AGM). This year, Mr Gilbert Jackson and Mr Michael Leaf will retire by rotation and seek re-election.
What we did in FY22/23
During the year, the Nomination Committee considered the skills and balance on the Board together with a resilience plan. Further, the Board considered a resilience plan that covered, immediate, short-term and long-term cover and succession planning. Resilience is a regular item on the Board agenda.
All Directors have access to independent professional advice if required and at the Company’s expense. This is in addition to the access that every Director has to the Company Secretary.
During the year, the Board had seven scheduled meetings and a number of unscheduled meetings. A summary of attendance is shown in the table below.
Scheduled Board meeting attendance
Directors |
Position |
(Attended/eligible to attend) |
V Thakrar |
Chair |
7/7 |
S Beechey |
Non-executive Director |
7/7 |
K McInerney |
Non-executive Director |
7/7 |
P Hooper |
Chief Executive Officer |
7/7 |
S Dray |
Group Finance Director |
7/7 |
G Jackson |
Executive Director |
7/7 |
M Leaf |
Executive Director |
7/7 |
|
|
|
|
|
|
Profiles of the Board members appear on pages 64 and 65 of this report and on our website (www.alumasc.co.uk/investors/board-directors). These profiles detail the high level and range of business experience which enables the Group to be managed effectively.