The Board consists of a Chairman, Chief Executive, three Executive Directors, and two Non-executive Directors, who are independent. The Non-executive Director who is not considered independent is Mr John McCall. The Board has four Executive Directors: Mr Paul Hooper, the Chief Executive, Simon Dray, the Group Finance Director (appointed 1 March 2021) and two additional Executive Directors, Mr Michael Leaf and Mr Gilbert Jackson.
Clear separation of roles between the Chairman and the Chief Executive Officer is in place. The Chairman takes responsibility for the running of the Board; no individual or group dominates the Board’s decision-making, and the Chairman ensures that the Non-executive Directors are properly briefed on all key matters. The Chairman has overall responsibility for corporate governance matters and he chairs the Nomination Committee.
Board agendas are approved by the Chairman. Directors are provided with regular, timely information on the financial performance of the divisions within the Group, and on the business. The Chairman facilitates the meetings and ensures there is time for each Director to contribute and that no one individual dominates a meeting. Directors contribute their independent judgement and experience to challenge and explore all matters, whether strategic or operational. The Board is provided with Health & Safety reports, finance and management reports and other information on a regular basis.
The Chief Executive Officer has responsibility 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 Chairman 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, Committee or shareholder meetings.
The Board is satisfied that it has balance between independence and knowledge of the Group, to enable the Board to discharge its function, duties and responsibilities.
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. Terms of reference for each Committee are available on our website 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.
a) Audit Committee
Information about the composition of the Audit Committee and its activities during the year can be found in the Audit Committee Report on pages 60 to 63.
b) Remuneration Committee
The Remuneration Committee Report is on pages 64 to 71.
c) Nomination Committee
Information about the Nomination Committee can be found on page 72.
In accordance with the Articles of Association, any Director appointed during the year is required to retire and seek election by shareholders at the next annual general meeting (AGM) following their appointment. Additionally, the Directors are expected to seek re-appointment after serving three years in office as a Director and to retire by rotation each year and seek re-election at the AGM. The Executive Director who was appointed during the year, Mr Simon Dray, is required to offer himself for election at the forthcoming AGM. The Directors required to retire are those who have served three years since their previous re-election or were appointed during the year. Mr Simon Dray is standing for election.
The Board meets at least seven times a year and more frequently where business needs require; for example, during the Covid-19 pandemic there were weekly Teams calls and as the businesses re-opened, this was reduced accordingly. The Board has a Schedule of Matters reserved for its decisions, including appointments to the Board, material capital commitments, commencing or settling major litigation, business acquisitions and disposals and monitoring the effectiveness of the Group’s risk management processes. The full Schedule of Matters Reserved for the Board can be found on our website www.alumasc.co.uk.
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. The Company Secretary is charged by the Board with ensuring that Board procedures are followed.
Scheduled Board and Committee meeting attendance is found on page 57 of the 2021 Annual Report which can be found on our website.
Directors unable to attend a meeting were able to feedback any comments they may have on the papers to the Chair and other Directors, and they are advised of any decisions taken during the meeting.
Profiles of the Board members appear on pages 50 and 51 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.