The Board consists of a Chairman, Chief Executive, Group Finance Director and four Non-executive Directors, three of which are independent. The Non-executive Directors who are not considered independent are Mr John McCall and Mr Jon Pither however, their depth of knowledge and experience of Alumasc is of exceptional value to the Board. During the year Stephen Beechey was appointed on 1 January 2019 and Mr Vijay Thakrar was appointed on 15 January 2019.
There is a clear separation of roles between the Chairman and the Chief Executive Officer. 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 matters. The Chairman has overall responsibility for corporate governance matters and also chairs the Nomination Committee.
The Chairman approves the Board agenda, in addition, the 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. In addition, the Board is provided with Health & Safety reports, management reports and data and analysis.
The Chief Executive Officer has responsibility for implementing the strategy of the Board and for managing the 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.
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 believes that the members of those Committees have the appropriate skills and knowledge to carry out their functions.
a) Audit Committee
Information about the composition of the Audit Committee and its activities during the year is given in the Audit Committee Report on pages 38 to 41.
b) Remuneration Committee
The composition of the Remuneration Committee and its activities during the year is provided in the Directors’ Remuneration Report on pages 42 to 47.
c) Nominations Committee
The composition of the Nomination Committee and its activities during the year is provided on page 48.
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, one-third of the Directors retire by rotation each year and seek re-election at the AGM. The Non-executive Directors who were appointed during the year, Mr Stephen Beechey and Mr Vijay Thakrar are required to offer themselves for election at the forthcoming AGM. The Directors required to retire are those who have served 3 years since their previous re-election or where appointed during the year. Accordingly Mr Stephen Beechey and Mr Vijay Thakrar are standing for election and Mr Paul Hooper, Mr Jon Pither and Mr John McCall are standing for re-election.
Profiles of the Board members appear on pages 28 and 29 of the 2019 report. These indicate the high level and range of business experience which enables the Group to be managed effectively.
The Board meets at least seven times a year and more frequently where business needs require. Two of these meetings are focused upon strategic matters. 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 is on the Group’s website www.alumasc.co.uk.
All Directors have access to independent professional advice if required at the Company’s expense. This is in additional 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 35 of the 2019 Annual Report which can be found on our website.