Independent Board Evaluation, a specialist consultancy that
has no other business relationship with IMI. A comprehensive
brief was given to the assessment team by the Chairman,
Roberto Quarta, and the Chief Executive, Mark Selway,
in September 2014. The evaluation also observed Board
and committee meetings in October 2014.
In October and November 2014, detailed interviews were
conducted with every director. In addition, representatives
of Independent Board Evaluation interviewed members of the
senior management team and advisers. All participants were
interviewed according to a set agenda, tailored for the IMI
Board. Draft conclusions were discussed with the Chairman
and subsequently reviewed with the whole Board at its
meeting in December 2014 with the lead evaluator present.
Following the Board meeting the evaluation team gave
feedback to committee chairmen on the performance of each
committee. Anita Frew as the senior independent director
received the report on the Chairman which she discussed
with him, and Roberto Quarta received a report with feedback
on individual directors which was discussed with them.
The Chairmen of the three non-executive Committees each
received a report from the external evaluation exercise and
reviewed that with their Committee.
Following a period of considerable change, the appetite
among Board members is for selective continuous
improvement rather than major change. Board members
noted some areas for development over the coming year
and the report contained recommendations to address those
areas, including monitoring the change-programme within
the businesses; increasing the amount of UK plc experience
on the Board without diluting its highly-valued international
diversity; and strengthening the Nominations Committee-led
areas of succession-planning for the Board itself and talent-
management throughout the Group. Specific actions were
then agreed to address development areas, including:
• introducing governance support/training for all first-time
UK plc board members, tailored to the individual’s needs;
• reviewing the Board education programme to develop
board members’ knowledge;
• establishing a Board skills matrix, agreed by the
Nominations Committee; and
• considering ways of strengthening Board contact with
senior management.
The Board received the findings of the evaluation in December
2014 and after review the directors confirmed that the Board
is fulfilling its responsibilities appropriately and that the Board
and its committees were effective and that each continuing
director demonstrated a valuable contribution.
Standing committees of the Board
The standing committees of the Board are shown below and
include the Audit Committee, the Nominations Committee
and the Remuneration Committee. Each of these committees
operates under written terms of reference which clearly
set out their respective delegated responsibilities and
authorities. The full terms of reference of these committees
were updated in the year and are part of the Corporate
Governance Framework which appears on the IMI website.
The committees report to the Board on their work, normally
through their respective chairman, quarterly or more frequently
as appropriate.
Separate reports from the following committees appear as
follows: Audit Committee on pages 52 to 54; Nominations
Committee on pages 55 and 56 and Remuneration
Committee on pages 57 to 79.
49
Strategic Review
Performance Review
Corporate Governance
Financial Statements
Introduction
Annual Report and Accounts 2014
