clear division of responsibilities
between the Chairman and the
Chief Executive Officer
43
Annual Report and Accounts 2013 Admiral Group plc
During the year and in order to provide regular feedback as to the effectiveness of each Board meeting, the Board continued with the process of Directors providing feedback, via the completion of an online questionnaire, on such pertinent topics as the efficacy of the presentation of discussion topics; whether time available for the meeting was used effectively; and what areas could be improved upon.
The Chief Executive to whom they report, appraises annually the performance of the individual Executive Directors. The Chairman, taking into account the views of the other Directors, reviews the performance of the Chief Executive. The performance of the Chairman is reviewed by the Board led by the Senior Independent Director (SID). Following the latest review, the SID considered and discussed with the Chairman the comments and feedback that had been received from the Directors as part of the Chairman’s evaluation questionnaire, and was able to confirm that the performance of the Chairman continues to be effective and that he continues to demonstrate appropriate commitment to his role. The Roles of the Chairman and Chief Executive
The Board has approved a statement that sets out the clear division of responsibilities between the Chairman and the Chief Executive. The Chairman is primarily responsible for the leadership and workings of the Board, setting its agenda, and monitoring its effectiveness. The Chairman is not involved in the day-to-day management of the business. Save for matters reserved for decision by the Board, the Chief Executive,
with the support of the other Executive Directors, is responsible for proposing the strategy to be adopted by the Group; running the business in accordance with the strategy agreed by the Board; and implementing specific Board decisions relating to the operation of the Group. The statements of division of responsibilities and matters reserved for decision by the Board are reviewed annually.
Board Balance and Independence The Board continues to give careful consideration to its structure and balance particularly given several Directors will reach nine years’ service in the next two to three years. In this context the Group is mindful of the need to refresh Board and committee membership in an orderly manner so as to maintain the continuity of Board process and the strength of personal interaction which underlies the effectiveness of the Board as a team. The Board remains satisfied that it has the appropriate balance of skills, experience, independence and knowledge of the Group to enable it and its Committees to discharge their duties and responsibilities effectively, as required by the Code.
The table below details the length of service of the Chairman and each of the Non-Executive Directors and illustrates the balance of experience and fresh perspectives. The Board currently comprises thirteen Directors, the Chairman (who was independent on appointment), three Executive Directors, eight independent Non-Executive Directors, and one Non-Executive Director, Manfred Aldag, who is employed by a significant shareholder and is not, therefore, considered
independent. There is no requirement that the significant shareholder has representation on the Board and, accordingly, Mr Aldag’s appointment is subject to the same appointment and removal process as the other Board Directors. As can be seen from the Directors’ biographies on pages 38 to 39, the Directors have a broad range of skills and experience and can bring independent judgement to bear on issues of strategy, performance, resources and standards of conduct which are integral to the success of the Group.
As part of the ongoing review of the balance and composition of the Board and in the context of several of the Non-Executive Directors reaching their maximum term over the next two years, the Nomination Committee initiated the process of recruiting a Non-Executive Director with experience of managing risk in a financial services context and someone capable of taking over as Chair of the Group Risk Committee when Martin Jackson steps down from that role at the AGM in April 2014. Appointments to the Board are the responsibility of the Board as a whole, acting on the advice and recommendations of the Nomination Committee. Appointments are made on merit and against objective criteria, having due regard to the benefits of diversity, including gender. Following a formal, rigorous and transparent process implemented and led by the Nomination Committee the Board was delighted to appoint Jean Park as an independent Non-Executive Director with effect from 17 January 2014. Jean joined as a member of the Risk and Remuneration Committees on appointment and will be subject to election by shareholders at the forthcoming AGM. 13yrs 6mths 10yrs 9mths 9yrs 4mths 9yrs 4mths 7yrs 4mths 7yrs 4mths 3yrs 1mth 1yr 10mths 1yr 9mths
Current length of service as Chairman or a Non-Executive Director at 31 December 2013
Director Date of Appointment Length of service as at 31 December 2013
Alastair Lyons (Chairman) 1 July 2000
Manfred Aldag 13 March 2003
John Sussens 19 August 2004
Martin Jackson 19 August 2004
Margaret Johnson 4 September 2006
Lucy Kellaway 4 September 2006
Colin Holmes 3 December 2010
Roger Abravanel 6 March 2012
Annette Court 21 March 2012
Admiral Group plc Annual Report and Accounts 2013