Richard Wright - Chairman
Mr R C Wright PG Dip FIMI FCIM was appointed Chairman on 26 July 2012. He joined the Board as a non-executive director and Chairman-elect on 1 November 2011. He has previously held senior executive roles with the Ford Motor Company including Director, European Operations at Jaguar Cars Limited, Director of Sales, Ford Motor Company Limited and President/Managing Director of Ford Belgium NV and was Chairman of API Group plc from 2001 until 31 October 2014 and sat on the advisory board of Warwick Business School, University of Warwick, for several years from 2002 onwards. He is the former Chair of the Board of National Savings and Investments, which is part of HM Treasury.
Simon G M Caffyn MA FIMI - Chief Executive
Mr S G M Caffyn MA FIMI joined the Board on 16 July 1992 and was appointed Chief Executive on 1 May 1998. He graduated from Cambridge in 1983 having read engineering, and subsequently worked for Andersen Consulting. He joined the Company in 1990.
Mike Warren ACA - Finance Director
Mr M Warren BSc ACA was appointed to the Board on 31 May 2016 and assumed the role of Finance Director upon the retirement of Mark Harrison with effect from 31 July 2016. He is a Chartered Accountant who previously spent more than 21 years with H.R. Owen Plc, the motor dealership operator, of which the eight years until April 2015 were as Finance Director. He graduated from Southampton in 1986 having read civil engineering, and subsequently worked for PricewaterhouseCoopers.
Sarah J Caffyn BSc FCIPD AICSA FIMI - Human Resources Director
Miss S J Caffyn BSc FCIPD AICSA FIMI has over 25 years’ Human Resource experience across a number of different sectors. She joined the Board on 28 April 2003 as Human Resources Director, having previously been Group Personnel Manager and Company Secretary. A Chartered Company Secretary, she has governance experience in a number of not-for-profit organisations.
Nigel T Gourlay - Non-Executive Director
Mr N T Gourlay BSc FCA, a Chartered Accountant, joined the Board as a non-executive director on 26 September 2013. He spent more than 20 years with the BAT plc group of companies, leaving in 2001. In 2003 Mr Gourlay co-founded Animos LLP, a business consultancy of which he remains a partner. He is currently a director of Toronto Venture Exchange quoted Feronia Inc and is a director of several private companies.
Nick W Hollingworth BSc - Senior Independent Non-Executive Director
Mr N W Hollingworth BSc joined the Board as a non-executive director on 1 March 2008. He graduated from Birmingham University in 1973 having read chemistry. He was formerly Group Chief Executive of Austin Reed Group Limited, formerly Austin Reed plc, which de-listed from the London Stock Exchange in January 2007, having formerly held senior management roles within Arcadia Group plc, Etam plc and The Burton Group plc.
The Board has evaluated the performance of its committees for the year under review. The Chairman and the respective committee chairmen take responsibility for carrying out any actions recommended as a result of that evaluation.
The Board has established a procedure to evaluate its own performance, its committees and individual directors. The directors completed detailed questionnaires and debated the matters arising at Board meetings.
Individual director evaluation showed that each director (including those seeking re-election at the Annual General Meeting in 2017) continues to demonstrate commitment to the role. The non-executive directors, led by the senior independent director, carried out a performance evaluation of the Chairman after taking account of the views of the executive directors. The Chairman has reviewed the performance of the non-executive directors and the Chief Executive. The Chief Executive has reviewed the other executive directors. The Board intends to carry out further performance evaluations but will keep under review the method and frequency.
The latest Board evaluation process concluded that the Board and its committees were operating effectively, with clear demarcation of the respective responsibilities of individual directors and Board committees. The Board is satisfied that all directors are each able to devote the amount of time required to attend to the Company’s affairs and his or her duties as a Board member. The Chairman discusses the training and development needs of each director.
Board composition and independence
As at 27 May 2017 the Board comprises three executive directors and three non-executive directors, one of whom is the Chairman. Mr R C Wright is the non-executive Chairman and Mr S G M Caffyn is the Chief Executive. The Chairman leads the Board and the Chief Executive manages the Group and implements the strategy and policies adopted by the Board. There is a clear division of responsibility between the role of the non-executive Chairman and Chief Executive and this is recorded in a written statement and is reviewed and agreed annually by the Board. The Chairman is responsible for leadership of the Board and ensuring its effectiveness on all aspects of its role.
The Company maintains appropriate Directors’ and Officers’ insurance in respect of legal action against its directors.
Directors’ conflicts of interest
Conflicts of interest can include situations where a director has an interest that directly or indirectly conflicts, or may possibly conflict, with the interests of the Company. The Board operates a formal system for directors to declare at all Board meetings all conflicts of interest. The non-conflicted directors must act in the way they consider, in good faith, would be most likely to promote the success of the Company.
Balance and independence
The non-executive directors complement the skills and experience of the executive directors, providing the requisite degree of independent judgement and scrutiny to the decision-making process at Board and committee level. The non-executive directors, including the Chairman, are determined by the Board to be independent. Mr N T Gourlay is the senior independent director.
The Board maintains and regularly reviews a register of all interests, offices and appointments which are material to be considered in the assessment of the independence of directors and has concluded that there are not, in relation to any director, any relationships or circumstances regarded by the Company as affecting their exercising independent judgement.
Re-election of directors
In accordance with the Company’s Articles of Association, all directors seek re-election by rotation at least once in every three years.
Meetings and attendance
There were eight meetings of the Board in the year under review and all meetings were attended by all directors eligible to attend.
The management team comprises the Chief Executive, the Finance Director and the Human Resources Director, together with five Regional Directors:
Owen Lavington FIMI
Patrick Conway BA FCMA FIMI
Sarah J Caffyn BSc FCIPD AICSA FIMI
Saffrons Rooms, 4 Meads Road, Eastbourne, East Sussex BN20 7DR Telephone (01323) 730201
The membership of the Board Committees is as follows:
|N T Gourlay (Chairman)
||N W Hollingworth (Chairman)
||R C Wright (Chairman)
|R C Wright
||R C Wright
||N T Gourlay
|N W Hollingworth
||N T Gourlay
||N W Hollingworth
||S G M Caffyn
The Audit Committee has written terms of reference which include reviewing the annual and interim financial statements before they are approved by the board, and monitoring the internal and external auditing processes. The Committee considers the independence and objectivity of the external auditors and the level of fees payable for both audit and non-audit work.
The Audit Committee reviews all published accounts (including interim reports) and post audit findings before their presentation to the Board, focusing in particular on accounting policies, compliance, management judgement and estimates. It also monitors the group’s internal audit and risk management regime (including the effectiveness of the internal audit function and the appropriateness of "whistleblowing" procedures) and financial reporting.
The Audit Committee is also responsible for advising the Board on the appointment of auditors, assessing their independence and formulating policy on the award of non audit work. Non audit work is only awarded to the auditors after due consideration of matters of objectivity, independence, costs, quality of service and efficiency. Non-audit services provided by the company’s auditors are kept under review by the Audit Committee. These will generally be other compliance services in the field of taxation advice. The Audit Committee ensures that the auditors’ objectivity and independence are safeguarded through the use of separate teams of staff and by ensuring that the level of fees in not material to either the group or the auditors.
The Remuneration Committee's responsibilities extend to determining both the company's broad policy for executive remuneration and the terms and conditions of employment of the executive directors, including their remuneration.
The Nominations Committee has written terms of reference including making recommendations to the Board concerning the appointment of directors.