Overview

John Nicholas

Chairman


The Board and its Committees have had a busy year in 2018. At the start of the year, the Nomination Committee was focused on the recruitment of a new CEO to succeed Bruce Thompson. That process concluded in January 2018 with the announcement that Richard Ingram would join the Group in the Spring. I reported last year that the Board recognised that the period of transition to a new CEO was likely to be challenging but I had not anticipated that these challenges would lead to Richard being asked to leave the Group at the end of August. The Committee is again conducting a search for a suitable successor and is working with a different search firm with a revised specification. In the interim, my colleagues have asked me to assume the role of interim Executive Chairman which I have agreed to do.

The Board also reviewed the appropriateness and future potential of the Group’s strategy during the year. The current strategy has proven to be resilient and successful over several years and the Board had no hesitation in confirming continued support.

Membership of the Executive Management Committee has recently been broadened to reflect the future requirements of the Group, further appointments, including that of an HR professional are planned for this year. 

The Remuneration Committee has also spent considerable time on CEO succession matters relating to the recruitment of Richard Ingram and then after the year end in relation to the financial settlement when he departed the Group. 

2018 has been the first year for the new Group auditor, PricewaterhouseCoopers (“PwC”) and the Audit Committee has worked closely with both PwC and the Group’s finance departments to ensure a smooth transition from Deloitte LLP and an effective audit. 

In line with the UK Corporate Governance Code, the Board held an externally facilitated evaluation towards the end of this year. The review was facilitated by Clare Chalmers leading to a report on her observations which in October was discussed by the Board. I am pleased to report that this report confirmed that the Board and Committees were operating effectively, but I recognise there is always scope for improvement. I am working with the Company Secretary on the suggestions arising from the report and will report on progress next year.

Read the full Corporate Governance Report 2018