Overview

John Nicholas

Chairman


The Board and its Committees have enjoyed a productive year in 2017 guiding the Company through some important Governance tasks set out in the Code, namely a formal review of the Company’s Remuneration Policy and undertaking a tender for the Company’s audit engagement. As these two exercises drew to a close in September, the Board also embarked on a process to recruit a new CEO, after Bruce Thompson had notified the Board of his decision to retire from his role by 30 September Bruce has been an outstanding leader of the Group for over 20 years and has been instrumental in developing and executing the existing strategy that has underpinned the tremendous success of the Group.

The Board, led by the Nomination Committee, has commenced a formal process with a search agency to recruit a new CEO. I look forward to updating shareholders on this process as soon as we have identified a successor. 

The Board recognises that the period of transition to the new CEO is likely to be challenging, but it is confident that with a proven strategy and the support of an experienced group of managers on the EMG, it remains in a strong position to meet the likely challenges during this transition year.  

The Audit Committee completed a formal competitive tender for the external audit engagement during this year. This process is described in more detail in the Audit Committee Report. After a thorough process, the Board has resolved, on the recommendation of the committee, to propose to shareholders that PricewaterhouseCoopers be appointed as auditor to the Company from 1 October 2017. On behalf of the Board, I wish to thank Deloitte, the retiring auditor, for their excellent service over the past ten years.

The Remuneration Committee completed its review of the Remuneration Policy for Directors during the year. Their review was supported by Aon Hewitt and included consultation with the Company’s largest shareholders who in aggregate represent over 50% of the Company’s ordinary shares. The review resulted in a tightening of some elements of the Policy to ensure the Company remains up to date with current best practice, as described further in the Remuneration Report. However the Board was pleased that this review also confirmed that the core principles of the existing Policy continued to provide a strong basis for linking Diploma’s strategy to Director remuneration.

The Company’s Capital Markets Day held in February this year provided an opportunity for shareholders and potential investors to meet with senior management in the Group who comprise the EMG. I thought it was an excellent morning which demonstrated very well the breadth and depth of the Group’s businesses and the growth opportunities that remain available to each of the Group’s Sectors. I would recommend that shareholders have a look at the videos and presentations that were used at this event and which are available on the Company’s website.

I hope that as shareholders in the Company you will be able to find time to attend our AGM on Wednesday, 17 January 2018. It provides an excellent opportunity to meet the Board of Directors and challenge them on any matters you feel are important to the development of the Company.

Read the full Corporate Governance Report 2017