The Board consists of a Chairman, Chief Executive, two Executive Directors, and four Non-executive Directors, of whom three are independent. The Non-executive Directors who are not considered independent are Mr John McCall and Mr Jon Pither. A director is no longer considered independent after they have served for more than nine years on the Board. The Board has three Executive Directors; Mr Paul Hooper, the Chief Executive, and two additional Executive Directors, Mr Michael Leaf and Mr Gilbert Jackson, who were appointed on 5 September 2019. On 6 February 2020 Mr Andrew Magson, Group Finance Director, resigned from the Board.
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 as a whole. 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 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 and they have no conflicts.
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 and 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 40 to 43.
b) Remuneration Committee
The Remuneration Committee Report is on pages 44 to 51.
c) Nominations Committee
Information about the Nomination Committee can be found on page 58.
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 Executive Directors who were appointed during the year, Mr Michael Leaf and Mr Gilbert Jackson, are required to offer themselves 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. Accordingly Mr Michael Leaf and Mr Gilbert Jackson are standing for election and Mr Jon Pither and Mr David Armfield are standing for re-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 calls and as the businesses began to re-open the calls were held less frequently. 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 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 37 of the 2020 Annual Report which can be found on our website.
Profiles of the Board members appear on pages 30 and 31 of this report and on our website (www.alumasc.co.uk/investors/board-directors). These indicate the high level and range of business experience which enables the Group to be managed effectively.