Peachtree 2013 Annual Report Download - page 65

The Board
Role of the Board
The Board has formally adopted a schedule of matters reserved
to it for decision, including:
– Strategy and long-term objectives;
– Acquisitions and major capital projects, contracts and investments;
– Business plans, annual operating and capital expenditure budgets
and trading performance;
– Capital structure and adequacy of funding;
– Preliminary announcements of interim and final results and reports
to shareholders; and
– Ensuring effectiveness of internal controls and risk management.
This schedule is reviewed on an annual basis and was last reviewed
on 21 November 2013. The schedule is available via our website
(www.sage.com). The Board also delegates other matters to Board
committees and management as appropriate.
The Board meets not less than six times per year. During this year, it met
seven times.
The Chairman, in conjunction with the Chief Executive, the Company
Secretary and the Board members, plans the agenda for each Board
meeting, which is issued with supporting papers during the week
before the meeting. These supporting papers provide appropriate
information to enable the Board to discharge its duties. Board
meetings are held at our operating companies both inside and outside
the UK. Non-executive directors are also encouraged to visit our
overseas operations on a regular basis. This provides the Board and
individual directors with the opportunity to broaden their understanding
of Sage and the key markets in which we operate.
Board composition
The Board currently comprises the Chairman, the Chief Executive
and three independent non-executive directors. The biographies
of these directors can be found on page 60. In addition, following
the announcement on 11 November 2013 of the appointment of
Steve Hare as CFO with effect from 3 January 2014, the Board
will also include the CFO. The directors have a range of experience
and can bring independent judgement to bear on issues of strategy,
performance, resources and standards of conduct, which is vital
to our success. It is the balance of skills, experience, independence
and knowledge of those directors which ensures the duties and
responsibilities of the Board and its committees are discharged
effectively. Donald Brydon was considered independent on his
appointment. Ruth Markland, Jonathan Howell and Neil Berkett
are all considered to be independent Non-executive Directors and
Jo Harlow was also considered an independent Non-executive Director
during her time in office.
Sage continues to be very supportive of the aims and objectives
of The Davies Report on Women on Boards. Following the retirement
of Tamara Ingram and that of Jo Harlow, (former independent
Non-executive Directors) the Board, as at the date of this Annual
Report & Accounts, comprises 20% women (29% in FY12).
The Chairman, with the Nomination Committee, is considering the
future composition of the Board. The Board must continue to provide
strong leadership at Sage, and, therefore, continues to appoint only
the most appropriate candidates to the Board.
All directors are subject to election or re-election by shareholders
at each Annual General Meeting.
The Chairman
The roles of the Chairman and the Chief Executive are quite distinct
from one another and are clearly defined in written terms of reference
for each role. These terms of reference are available on our website
(www.sage.com).
The role of Chairman carries a particular responsibility to monitor
and assess Sage’s corporate governance practices. To ensure a
proper dialogue with directors, the Chairman holds meetings with
the non-executive directors without the executive directors to assess
their views. In addition, the non-executive directors have met without
the Chairman present to appraise the Chairman’s performance.
These meetings without the Chairman are chaired by the Senior
Independent Director.
The Chairman also ensures that shareholder communications are
discussed at each meeting of the Board and that all shareholders
have access to the non-executive directors, through a request
to the Chairman or the Company Secretary.
The Senior Independent Director
The role of Senior Independent Director provides a point of contact
for those shareholders who wish to raise issues with the Board, other
than through the Chairman. Ruth Markland, who is Senior Independent
Director for Sage, is available for shareholders to consult.
Company Secretary
The role of the Company Secretary is to ensure good information
flows to the Board and its committees and between senior
management and non-executive directors. He facilitates the induction
of new directors and assists with professional development as
required. He also ensures Board procedures are complied with and
that applicable rules and regulations are followed. The Company
Secretary is available to all directors to provide advice and assistance,
and is responsible for providing governance advice to the Board.
The appointment and removal of the Company Secretary is a matter
for the Board as a whole.
Induction and professional development
To ensure a full understanding of Sage is developed, on appointment,
new Board members undergo a full, formal and tailored induction
programme. In addition, tailored induction training is provided for
directors when joining Board committees.
During the year, Jonathan Howell and Neil Berkett received such
an induction. As new Chair of the Audit Committee, Jonathan’s
induction included meetings with the outgoing Audit Committee
Chair, Mark Rolfe, as well as a detailed review of Audit Committee
processes and procedures.
To assist the Board in its responsibility to shareholders for the proper
management of Sage, training is made available to all directors and
training needs are assessed as part of the Board evaluation procedure.
All directors have access to the advice and services of the Company
Secretary who ensures that directors take independent professional
advice as required, at Sage’s expense, when it is judged necessary
to discharge their responsibilities as directors.
How our governance framework operates
63The Sage Group plc | Annual Report & Accounts 2013
Financial statementsGovernanceStrategic report GovernanceStrategic report