
91
Board of Directors
The Board consists of the Chief Executive Officer,
Chief Financial Officer and five Non-Executive
Directors including the Chair, although since the
resignation of Mark Berry as a Director, Emmanuel
Walter, the interim CFO has not been appointed as
an Executive Director. The Chair was considered
independent on appointment. The Board considers
Paul Dean, Vicky Griffiths, Patrick Martell and
Richard Smothers (appointed on 3 January 2023
and will replace Paul Dean following the publication
of results), to be independent of the management
of the Company and free from any business or
other relationship which could materially interfere
with the exercise of their independent judgement
(see further discussion in the Directors’ Conflict
of Interests and Independence section below).
The Directors bring to the Board a wide range
of financial and business skills and extensive
experience and knowledge suited to the nature of
the Company.
The Board of Directors meets regularly on a formal
basis and holds additional ad hoc meetings as
necessary to review strategic, operational and
financial matters, including proposed acquisitions
and divestments. It has a formal schedule of
matters reserved to it for decision-making. Those
matters include the approval of interim and annual
Financial Statements, the annual budget, significant
Stock Exchange announcements, significant
contracts and capital investment. It also reviews
the effectiveness of the internal control systems
and principal risks of the Group. The Chair holds
meetings with the Non-Executive Directors without
the Executive Directors present in circumstances
where it is considered appropriate to do so.
A forward agenda for the Board is maintained
to ensure that all necessary and appropriate
matters are covered during the year. The Board
was alerted mid-year to weakness in some of the
financial controls and is pleased that management
remediation of these has led to a marked
improvement. As part of the Board pack prepared
for each regular meeting, the Board receives
monthly management accounts and operational
reports from the CEO, CFO and General Counsel
and reports from other members of the Executive
and the Group. The Board is also provided with
specific reports on key areas and projects and
informed of any key developments or issues that
require their consideration. These reports and
updates cover a wide range of matters in order to
ensure that policy, practices and behaviour in the
Group are aligned with the Company’s purpose,
values and strategy and any issues that may give
rise to concerns are brought to the attention of the
Board. During the year, reports were presented on
various matters including regular updates on the
delivery of the new internal IT systems, proposals
to manage freight costs, shareholder feedback
and the disposal of the RM Integris and Finance
business. Further information on other reports it
received are in the Stakeholder Engagement report
below. The Board requests further information
on any matter that they consider relevant, which
may include ongoing updates, assurance as to
the proposed actions to resolve such matters and
information on corrective actions taken. This year
this has included a review of trading relationships
in Russia and Belarus following the initiation of
the Ukraine conflict, improvements to the control
environment following the interim audit review and
information on property damage incidents.
Any concerns about the operation of the Board or
the management of the Company that cannot be
resolved are recorded in the Board minutes.
All Directors have access to the advice and
services of the Company Secretary, and all the
Directors are able to take independent professional
advice, if necessary, at the Company’s expense.
All Directors are appointed for a defined term
subject to annual re-election by shareholders at
each Annual General Meeting.
Board Committees
The Board has delegated authority to four
Committees: Audit and Risk, Remuneration,
Nomination and Environment, Social and
Governance (ESG) Committee. The ESG
Committee was constituted this year and the
Audit and Risk Committee was reconstituted as
the Audit and Risk Committee. The Executive
Directors are not members of these Committees.
The Terms of Reference for each Committee
setting out their responsibilities are available at
rmplc.com. For each Committee, information on
their composition and activities is provided in the
respective Committee reports.