Board Committees

The number of board meetings and committee meetings held during 2016 and attended by each Director was as follows:

 
Board
Audit & Risk Committee Finance Committee Remuneration Committee Nomination Committee
Number of Meetings Total
Attended Total Attended Total Attended Total Attended Total Attended
M. Chadwick 8 8 - - - - - - 2
2
G. Slark 8 8 - - 11 11 - - - -
D. Arnold 8 8 - - 11 11 - - - -
F. van Zanten 8 8 4 4 - - 8 6 2 2
R. Ryan 8 8 - - - - - - 2 2
C. M. Fisher 8 8 4 4 - - 8 8 2 2
 P. Hampden Smith 8 8 4 4 - - 8 8 2 2
M. Roney 6 6 2 2 - - 5 5 2 2
 V. Crowley 1 1 - - - - - - - -
 S. Murray 1 1 - - - - - - - -

The Board is assisted by Committees of Board members that focus on specific aspects of its responsibilities. The terms of reference of the Audit and Risk Committee, Remuneration Committee and Nomination Committee, which were approved by the Board and comply with the Code, are available from the Company and can also be found below. Ms. Susan Lannigan, Deputy Company Secretary is Secretary to the Audit and Risk Committee. Ms. Paula Harvey, Group HR Director is Secretary to the Remuneration Committee and Mr. Charles Rinn is Secretary to the Nomination Committee.

Nomination Committee

The Nomination Committee (“the Committee”) currently comprises the Group Chairman and six Non-Executive Directors:

Mr. Roderick Ryan, Chairman, Mr. Mike Roney, Mr. Paul Hampden Smith, Mr. Charles M. Fisher, Mr. Frank van Zanten, Mrs. Susan Murray and Mr. Vincent Crowley.

All members of the Committee are determined by the Board to be independent Non-Executive Directors in accordance with provision B1.1 of the UK Corporate Governance Code.

Duties

Under its terms of reference, which are available on the company website, www.graftonplc.com, the Committee, amongst other matters:

  • Evaluates Evaluating the balance of skills, knowledge, experience and diversity of the Board and Committees and making recommendations to the Board with regard to any changes;
  • Considering succession planning for Directors and other senior executives taking into account what skills and expertise are needed for the future;
  • Regularly reviewing the structure, size and composition (including the skills, knowledge and experience) required of the Board and its Committees;
  • Identifying, and nominating for the approval of the Board, candidates for appointment as Directors and ensuring that there is a formal, rigorous and transparent procedure for the appointment of new Directors to the Board; and
  • Considering the re-appointment of any Non-Executive Director at the conclusion of their specified term of office and making recommendations to the Board.

The Group’s policy is to promote equality and diversity across all areas of its business. While the Board will always seek to appoint the best candidates available and to appoint candidates on merit against objective criteria, the Committee and the Board recognise the benefits of greater diversity on the Board and diversity is actively considered when considering Board appointments.

The Committee is satisfied that its role and authority include those matters envisaged by the UK Corporate Governance Code that should fall within its jurisdiction and that the Board has delegated authority to the Committee to address those tasks for which it has responsibility.

View the Nomination Committee’s terms of reference which are available from the company.

Finance Committee

The Finance Committee comprises Mr. Gavin Slark, Chairman, Mr. David Arnold, Chief Financial Officer and Mr. Charles Rinn, Secretary and Group Financial Controller. The Committee deals with acquisition opportunities up to the Board approval stage of the process, capital expenditure under the limit reserved from time to time for the Board and Group management and finance issues.

Audit and Risk Committee

The Audit and Risk Committee (“the Committee”) comprises four Non-Executive Directors:

Mr. Paul Hampden Smith, Chairman, Mr. Charles M. Fisher, Mr. Frank van Zanten and Mr. Vincent Crowley.

All members of the Committee are determined by the Board to be independent Non-Executive Directors in accordance with provision B1.1 of the UK Corporate Governance Code. In accordance with the requirements of provision C.3.1 of the UK Corporate Governance Code, Mr. Hampden Smith is designated as the Committee member with recent and relevant financial experience. The Directors' biographical details demonstrate that members of the Committee have a wide range of financial, taxation, commercial and business experience.

Duties

The Committee met on eight occasions during 2016 and its schedule of work covered the following matters that fall within the scope of its duties and responsibilities::

  • Monitoring the integrity of the Group’s financial statements and announcements relating to the Group’s performance;
  • Advising the Board on whether the Annual Report and accounts, taken as a whole, is fair, balanced and understandable, and whether it provides the information necessary for shareholders to assess the Group’s performance, business model and strategy;
  • Monitoring the effectiveness of the external audit process and making recommendations to the Board in relation to the appointment, reappointment and remuneration of the External Auditor;
  • Overseeing the relationship between the Group and the External Auditor including the terms of engagement and scope of audit;
  • Reviewing the effectiveness of the Group’s internal controls;
  • Reviewing the scope, resourcing, findings and effectiveness of the Internal Audit function;
  • Overseeing the effectiveness of the risk management procedures in place and the steps taken to mitigate the Group’s risks; and
  • Reporting to the Board on how the Committee has discharged its responsibilities.

The Committee is satisfied that its role and authority include those matters envisaged by the 2012 UK Corporate Governance Code that should fall within its jurisdiction and that the Board has delegated authority to the Committee to address those tasks for which it has responsibility. View the Committee’s terms of reference which are available from the company.

Remuneration Committee

The Committee currently comprises Mr. Charles M. Fisher, who chairs the Committee, Mr. Frank van Zanten, Mr. Paul Hampden Smith and Ms. Susan Murray, all of whom are Non-Executive Directors determined by the Board to be independent.

The Committee members have no personal financial interest, other than as shareholders, in matters to be decided, no potential conflicts of interests arising from cross directorships and no day-to-day involvement in running the business. The Non-Executive Directors are not eligible for pensions and do not participate in the Group’s bonus or share schemes. The Committee’s terms of reference can be found on the company website.

The Chairman of the Board attends meetings of the Committee by invitation and participates in the deliberations of the Committee. The Committee also consults the CEO as appropriate. The Committee is also assisted in its work by the Company Secretary. The Secretary of the Committee is Ms. Paula Harvey, Group HR Director. The Executive Directors and Company Secretary take no part in discussions relating to their own remuneration and benefits. New Bridge Street is the Committee’s executive remuneration advisor and is a signatory to the Remuneration Consultants Group’s Code of Conduct.

Duties

The Committee met on eight occasions during 2016 and its schedule of work covered the following matters that fall within the scope of its duties and responsibilities::

  • Considered and determined bonus awards under the 2015 bonus scheme for the Executive Directors and Company Secretary;
  • Reviewed and determined that 100 per cent of the EPS and 73.3% of the TSR components of the 2013 LTIP award were met and that in aggregate 86.7 per cent of the 2013 LTIP awards
    should vest;
  • Approved the 2016 grant of LTIP awards and determined the EPS and TSR performance conditions;
  • Agreed the framework for measuring financial targets for the 2016 bonus scheme;
  • Conducted a review of Directors remuneration and considered a market practice update from New Bridge Street; and
  • Reviewed the existing Remuneration Policy, considered and approved the new Remuneration Policy to be proposed to shareholders at the 2017 AGM following consultation with major shareholders and institutional shareholder bodies.