
Corporate Governance Report continued
Role of the Senior Independent Director
Lisa Scenna was appointed Senior
Independent Director (SID) of the Company
on 7 March 2023. She is available to
shareholders and other stakeholders if they
have concerns that cannot be addressed
through normal channels. The role of the SID
is to provide an independent perspective on
the Board’s decisions, act as a sounding
board for the Chair, and as an intermediary
for the other Directors when necessary.
The SID is also available to chair the Board in
the absence of the Chair and has authority to
add items to the agenda of any regular or
special meeting of the Board. The role of the
SID is considered an important part of the
composition of the Board, acting as
a check and balance in the Group’s
governance structure.
Appointment and tenure
The Non-Executive Directors serve on the
basis of letters of appointment, which are
available for inspection at the Company’s
registered office. The letters of appointment
set out the expected time commitment
of the Non-Executive Directors who, on
appointment, undertake that they have
sufficient time to carry out their duties.
There is no fixed expiry date. The Executive
Directors’ service contracts are also available
for inspection at the Company’s registered
office. The notice period for Executive
Directors is 12 months.
External appointments
In accordance with Principle H, the Board
takes seriously the requirement that all
Non-Executive Directors should have
sufficient time to meet their Board
responsibilities. Whilst it recognises the
benefits that greater Boardroom exposure
provides for Directors, it closely monitors the
nature and number of external directorships
held to ensure continued compliance with
Principle H. All Executive and Non-Executive
Directors’ external appointments are
reviewed at each Board meeting as
standard, including detail of all those
appointments over the previous five years.
The Board reviews the nature of each
appointment and the expected time
commitment for each Director as part of this
process, and concluded that, as at the end
of 2022 and the date of this Report, none
of these appointments compromise the
effectiveness of any individual Director to
provide constructive challenge, strategic
guidance, offer specialist advice and hold
management to account. Further details
of our Non-Executive Directors’ external
appointments can be found in their
biographies on pages 68 and 69.
Directors’ induction and training/
professional development
The Chair, with the support of the Company
Secretary, is responsible for the induction of
new Directors and the ongoing development
of all Directors. As reported in the 2021 Annual
Report and Accounts, as part of the internal
Board and Committee evaluations, a
separate evaluation was conducted which
assessed the quality and experience of the
induction process for newly appointed
Directors following Matt Pullen’s appointment
as Chief Operating Officer in 2021. Results of
this evaluation showed the induction to be
effective and the overall induction process
was rated highly. Joe Vorih joined the Board
during the year and completed his induction
throughout 2022 in line with this feedback.
The Company provided a comprehensive
and tailored induction process, which
included meeting with Executive and
Non-Executive Directors and the Chair and
having introductory meetings with senior
management and external advisers where
appropriate. Where necessary, new Directors
are provided with training to address their
role and duties as a Director of a quoted
public company. Joe’s induction also involved
visits to all operational sites, and product
briefings and training. Further detail on Joe’s
induction can be found in the Nomination
Committee Report on page 84. The Chair and
Company Secretary continue to review the
induction process and endeavour to make
improvements wherever possible to ensure
any newly onboarded Directors are
successfully integrated into the Group
and their role, as quickly as possible.
As the internal and external business
environment changes, it is important to
ensure that Directors’ skills and knowledge
are refreshed and updated regularly to allow
them to adapt to these changes and make
informed and effective decisions. The Board
was given presentations during the year by
the Company’s financial advisers, brokers
and lawyers, as well as several presentations
by senior management and diversity and
inclusion training – in addition to the strategy
day referred to earlier in this Report. The Risk
Committee also partook in training and
workshops for climate-related risk matters
and changing regulatory requirements
and disclosures, such as the Task Force on
Climate-Related Financial Disclosures (TCFD).
The Company Secretary maintains
responsibility for updating the Board on new
legislation and regulation as well as changes
to the current legislative and regulatory
regimes to which the Company is subject.
This is included in a report to the Board at
every Board meeting.
Directors’ conflicts of interest
Each Director has a duty under the
Companies Act 2006 to avoid a situation
where he or she may have a direct or indirect
interest that conflicts with the interests of
the Company. The Company has robust
procedures in place to identify, authorise
and manage such conflicts of interest, and
confirms that these procedures have
operated effectively during the year.
All potential conflicts approved by the
Board are recorded in a conflicts of interest
register which is maintained by the Company
Secretary and reviewed by the Board on a
regular basis.
Directors have a continuing duty to update
the Board with any changes to their conflicts
of interest.
Board and Director recruitment process
The recruitment process is designed to
ensure the search for new Directors is
thorough and inclusive, and ensures recruits
possess the necessary experience and skills
to support the Company’s strategic direction,
as well as showcasing an understanding of
the Group’s culture and purpose. The Chair
leads the Nomination Committee to develop
a candidate specification and brief, using the
Board skills matrix as a basis for identifying
gaps that should be addressed as part of the
selection process. This brief is then placed
with an executive search agency who must
be a signatory to the Voluntary Code of
Conduct for Executive Search Firms, in line
with our Board Diversity Policy. Any agencies
that are used as part of the recruitment
process must confirm their independence
on appointment and that they have no
other connection with the Company or any
individual Directors. The executive search
agency then provides a long list of potential
candidates from various backgrounds and
industries based on this candidate brief,
which is then shortlisted following discussions
between the Chair, Senior Independent
Director and other members of the
Committee (or appointed sub-Committee,
as appropriate). The candidates are
interviewed and assessed against
pre-determined criteria and in line with
the specific candidate brief, which often
involves meeting various Board members
on a more informal basis to determine
interpersonal dynamics. The successful
candidate is then recommended for
appointment to the Board, by the Nomination
Committee, with the Company Secretary
tasked with the formalities.
78
Genuit Group plc
Annual Report & Accounts 2022
Strategic Report
Governance
Remuneration
Financial Statements