Tullett Prebon plc Annual Report 2010
Performance evaluation Reviews of the performance of the Board, its Committees and individual directors in respect of the previous ﬁnancial year have been undertaken. In this process, consideration was given to whether the Board or Committee fulﬁlled its terms of reference satisfactorily, whether the terms of reference needed to be revised, whether the administration operated effectively and whether individual directors performed their roles effectively. In March 2010 and March 2011, the Chairman formally met with the non-executive directors without the executive directors being present to evaluate, amongst other matters, the performance of the individual executive directors. The Senior Independent Non-executive Director met with the other non-executive directors without the Chairman being present to evaluate the Chairman’s performance. Appropriate feedback was provided following these meetings. The Chairman has also provided feedback on performance to the non-executive directors. Re-election Under the Company’s Articles of Association (the ‘Articles’) all directors are subject to election by shareholders at the ﬁrst AGM after their appointment. Thereafter, any director who has held ofﬁce for three years or more is required to retire by rotation at the AGM but is entitled to seek re-election. Michael Fallon is subject to election at the AGM in May 2011, as he was re-appointed since the last AGM. Michael Fallon ﬁrst joined the Board of Collins Stewart Tullett plc in September 2004. David Clark and Richard Kilsby will seek re-election at the AGM in May 2011. David Clark joined the Board of Collins Stewart Tullett plc in March 2003. Richard Kilsby joined the Board of Collins Stewart Tullett plc in June 2005. The Board is satisﬁed that, following particularly rigorous review given the length of service of these directors on the Board of the Company and its predecessor company, and after formal performance evaluation, each of these directors’ performance continues to be effective, and each demonstrates commitment to their role. Following review during 2010 the Board concluded that David Clark should continue to act as the Senior Independent Director until a successor is identiﬁed. Under the new UK Corporate Governance Code all directors of FTSE 350 companies should be subject to annual re-election by shareholders. The Company expects that it will transition to adopting this policy for the AGM in 2012 when the Company also intends to seek shareholder approval to amend the Articles to replace the current requirement for directors to retire by rotation after three years with a requirement for directors to seek annual re-election.
– Board appointments and removals; – reporting to shareholders; and – environmental, social and governance policies, including corporate social responsibility policy. Beneath the Board there is a structure of delegated authority which sets out the authority levels allocated to the individual directors and senior management. The Board has established Audit, Remuneration and Nominations Committees to which it has delegated some of its responsibilities. Each of the Committees has detailed terms of reference, which can be viewed on the Company’s website and a schedule of business to be transacted during the year. The responsibilities of each of the Committees together with an overview of their meetings during the year are described below. The Board and its Committees are provided with appropriate information on a timely basis to enable them to discharge their duties. All directors receive written reports prior to each meeting which enable them to make an informed decision on corporate and business issues under review. All Board meetings are minuted and any unresolved concerns are recorded in such minutes. The Board has a schedule of eight meetings each year to discuss the Group’s ordinary course of business. Every effort is made to arrange these meetings so that all directors can attend; additional meetings are arranged as required. The following table sets out the Board and Committee attendance record during the year:
Board* Audit Committee Remuneration Committee Nominations Committee
Executive Directors Terry Smith 8/8 Paul Mainwaring 8/8 Non-executive Directors Keith Hamill 8/8 David Clark 8/8 Michael Fallon** 4/5 Richard Kilsby 8/8 Rupert Robson 8/8
– – – 4/4 2/2 4/4 4/4
– – – 5/5 3/5 4/5 5/5
– – 2/2 2/2 – 2/2 2/2
The Board has a formal Schedule of matters reserved to it for decision, which can be viewed on the Company’s website (www. tullettprebon.com). The Schedule includes, among other things: – approval of the Group’s strategy; – changes to the Group’s management and control structure; – approval of any material borrowing or commitment;
All directors have access to the services of the Company Secretary and there are procedures in place for taking independent professional advice at the Company’s expense if required. The Company Secretary is responsible for ensuring that the Board keeps up to date with key changes in legislation which affect the Company. The appointment or removal of the Company Secretary is a matter reserved for the Board.
* Excludes meetings of committees of the Board appointed to complete business approved by the Board or routine business. ** During 2010 Michael Fallon served as a director from 1 January to 1 June and from 28 September onwards. In the period when Michael Fallon was a director there were no meetings of the Nominations Committee.
CHAIRMAN’S STATEMENT & BUSINESS REVIEW