All new executive and non-executive directors joining the Berendsen board undertake a formal and personalised induction programme.
We seek to ensure that our induction programmes are designed to be as comprehensive as possible with a focus on the practical delivery of information rather than just the supply of reading material. Our induction programmes (whether for executive or non-executive director appointments) require significant time commitment from the newly appointed director, other members of the board and other key individuals across the business.
This commitment is seen by all parties as a worthwhile investment of resources to ensure new appointees are engaged with the business at all levels, and was vital in ensuring the smooth handover of executive responsibility to James Drummond who joined Berendsen on 1 July 2015 to begin his induction process, a significant part of which was a comprehensive handover from Peter Ventress.
Elements of the induction process designed for James, by the Chairman and the Company Secretary, who took into account feedback from Maarit Aarni-Sirviö on her own induction in 2014, included:
- Meeting with major shareholders on 28 July 2015 and attending other shareholder/analyst events;
- Meeting with members of the board, Executive Board and business line management teams;
- Site visits to facilities in all of the countries in which Berendsen operates;
- Meeting with the Group Director, Human Resources on the culture and diversity of the group including succession planning procedures;
- Discussions with the Group Risk Manager on the principal risks facing the group, Head of Internal Audit and the Group Tax and Treasury Director;
- Meeting key group advisers;
- Reviewing investor feedback reports with the Chairman and Senior Independent Director to understand shareholder requirements;
- Full briefing on our main international competitors by Peter Ventress and our advisers; and
- Discussions with the Chairman, Peter Ventress and Company Secretary.
Information flow and training
The Chairman is responsible for ensuring that all non-executive directors receive ongoing training and development, which is both informative and relevant to their role on the Berendsen board and its committees.
Board training and development
Our non-executive directors are conscious of the need to keep themselves properly briefed and informed about current issues and engage fully in ongoing training and development, which is discussed at the non executive directors' meeting each year was delivered in 2015 in a number of ways, including:
- All of our UK-based non-executive directors are active members of the Deloitte Academy and received a programme of briefings and update sessions in the year on relevant topics, including accounting and auditing standards, corporate governance and the wider economy;
- Specific tailored training for our audit committee delivered by PricewaterhouseCoopers LLP, with key themes focused around developments in financial and narrative reporting, and accounting and auditing standards; and
- Regular updates on regulatory and legislative developments which are provided to the whole board by the Company Secretary.
The board uses an electronic board paper system, which provides quick, easy and secure access to board papers and materials (including a ‘Resource Centre' which contains comprehensive reference materials). Briefing packs are also circulated via this system, at times when board meetings are not scheduled. The briefing packs ensure that non-executive directors are kept informed of latest issues affecting the group.
The directors indicated in their responses to the 2015 performance evaluation that the quality of information supplied to them remains of a high standard.
The Chief Executive Officer and the Chief Financial Officer ensure that the board is kept fully aware on a timely basis of business issues and prospects throughout the group. During 2015, they periodically attended individual business line board meetings, meeting the management teams of each operation, and bringing the key issues raised to the attention of the board.
The information flow in advance of, and following, board meetings is described below.
A comprehensive evaluation of the performance of the board, its committees and each of its directors is carried out annually, a process led by the Chairman and supported by the Company Secretary.
The outcome of the performance evaluations are discussed in detail at board meetings and any key recommendations are considered board priorities for the following year. The annual evaluation process is an important mechanism for ensuring best practice is at the forefront of all board and committee actions.
Our 2014 performance evaluation was externally facilitated by Dr Tracy Long of Boardroom Review and described in detail in our 2014 Annual Report. The results of the evaluation were presented and reviewed in April 2015 with the following key recommendations (and progress to date).
The review of the Chairman's performance is led by David Lowden, our Senior Independent Director, who has confidential discussions with the non-executive directors whilst taking into account the views of executive directors. The executive directors are evaluated by reference to their executive duties through a separate process whereby the Chairman and the non-executive directors assess the Chief Executive Officer, and the Chief Executive Officer assesses the Chief Financial Officer and other members of the Executive Board.
In accordance with our three-year cycle, the board anticipates that the 2016 board evaluation will be conducted internally and led by our Senior Independent Director, with the next externally facilitated evaluation in 2017.