Corporate Governance Report (cont’d)
Key Board activities in 2014
As the year opened, IMI became a more focused specialist flow
control business with the completion of the $1,100m (£690m)
disposal of the Retail Dispense divisions. The Board undertook
a thorough process of mapping out the next stage of the
Group’s development under the new executive leadership team.
As a result, the latest strategic thinking was set out in the interim
results announcement in August 2014 and is now reflected in
this Annual Report.
Highlights of other Board activity in 2014 included:
• Progress with Board succession
- New Finance Director appointed
- New non-executive with a strong financial background
appointed to take up the chair of the Audit Committee
- Search for a new Chairman commenced
• Organisation
- New management and organisation structures established
for the three divisions and corporate centre
- New role and composition for the Executive Committee
approved
• Brand exercise
- Rebranding of the businesses and refresh of the
corporate branding
• Growth and process investments
- Growth investments made in new products and business
IT systems
- New core process disciplines introduced across a broad
spectrum including for lean, project management, internal
controls, legal & compliance and human resources
- Announcement of the acquisition of Bopp & Reuther
to complement our control valve businesses in our
Critical Engineering division
The Board’s time
Board and Committee attendance 2014
(i)
Full attendance from appointment in October 2014
(ii)
Full attendance as joined the Audit Committee in March 2014
(iii)
Retired as a director in May 2014
Induction and continuing development programme
A formal induction process for new directors has been well
established for several years and is the responsibility of the
Chairman with support from the Chief Executive and Company
Secretary. This process was refreshed in the year to reflect
changes in Group businesses and management structure.
Business familiarisation is at the core of induction and continuing
development for non-executive directors at IMI is based around
gaining an understanding of the business and getting to know
the wider management team. There is also a committee
induction process designed to brief new committee members
on the relevant committee’s activity and the issues it faces.
During and after induction, directors are required to visit
business units around the Group and, most importantly,
to meet face-to-face with senior operating management and
key corporate staff. Non-executive directors continue to become
familiar with the businesses during and after induction and there
is regular contact between management and non-executive
directors during site visits, formal meetings and events.
Appropriate coaching and access to training and other
continuing professional development is available to all directors
and all directors participated in appropriate updates during the
year at Board and committee meetings.
Board evaluation
In line with the Code, the Board has agreed that the Chairman
should arrange an externally facilitated evaluation process,
normally at least once every three years. In 2013 such a
process was postponed due to the Chief Executive transition
and a full, externally facilitated Board evaluation exercise
was conducted in 2014. The evaluation was facilitated by
Director
Board
Meetings
9
Audit
Committee
Meetings
4
Nominations
Committee
Meetings
5
Remuneration
Committee
Meetings
4
Roberto Quarta
9
-
5
4
Phil Bentley
7
4
-
Carl-Peter Forster
9
4
-
4
Anita Frew
9
4
5
4
Ross McInnes
(i)
4
1
-
Birgit Nørgaard
(ii)
9
3
-
4
Bob Stack
9
-
5
4
Mark Selway
9
-
5
Douglas Hurt
9
-
-
Martin Lamb
(iii)
0
Roy Twite
9
-
-
48
IMI plc
Financial
15%
Major investments
15%
Risk, Legal and Compliance
10%
Corporate Governance
5%
Operational performance
and plans
30%
Strategy
25%
