National Grid 2014 Annual Report Download - page 44

Corporate
Governance
Chairman’s foreword
An effective Board is vital to the sound foundations of good
corporate governance. Our Board has undergone a significant
change over the last three years to refresh membership and
replace long-serving Non-executive Directors. As part of this
planned transition, this year we have welcomed Therese Esperdy
and John Pettigrew to our Board and, following the AGM, Maria
Richter will be stepping down from the Board. We will also be
saying goodbye to Nick Winser, who will not be standing for
re-election to the Board at the AGM, but will continue in his role
asPresident of ENTSO-E and Chairman of NGET and NGG until
July 2015 when he will be leaving the Company.
Through the progressive refresh of the Board we have successfully
renewed the membership and key roles to bring a diverse range of
skills and experience to our Board. I am pleased to report that the
results of the Board evaluation this year were positive, showing
that our regenerated Board is functioning well, although there is
always room for improvement. See page 46 for examples of the
actions we have identified for the coming year.
All our new Board members undertake a thorough induction
programme to get them up to speed on our businesses. The
induction programme is tailored to the new Director to take account
of previous experience and their specific role on the Board. I am
confident that the programmes designed for Therese and John,
which are detailed on page 45, will provide a good basis to enable
them both to make a valuable early contribution to our Board.
As a Board we continue to support constructive challenge,
encourage robust debate and recognise the value of different
thinking styles. During the year we held a development session
forthe Board on ‘thinking styles’, see page 45 for details.
It is my strong belief that our ongoing emphasis on a positive and
collegiate boardroom environment is helping the dynamics of the
relationship between our Executive and Non-executive Directors.
Because of this, we are able to increase the individual contribution
of Directors and use their diverse backgrounds and expertise
inenriching the quality of boardroom debates and discussions.
The behaviours and dynamics of the Board will be an ongoing
focus for us as we strive to continually improve our effectiveness
and performance.
Sir Peter Gershon
Chairman
Contents
44 Governance framework
44 Our Board
44 Board composition
45 Director induction and development
45 Investor engagement
46 Board and committee evaluation
46 Non-executive Director independence
46 Director performance
48 How our Board operates
48 Our Board and its committees
49 Audit Committee
53 Finance Committee
54 Safety, Environment and Health Committee
55 Nominations Committee
56 Board diversity and the Davies Review
56 Executive Committee
57 Management committees
58 Remuneration Report
National Grid Annual Report and Accounts 2013/1442