Peachtree 2015 Annual Report Download - page 69

Conflicts of interest
The Board operates a policy to identify and, where appropriate, manage
conflicts or potential conflicts of interest. At each Board meeting,
the Board considers a register of interests and potential conflicts
of directors and gives, when appropriate, any necessary approvals.
There are safeguards which will apply when directors decide whether
to authorise a conflict or potential conflict, with only those directors
who have no interest in the maer taking the decision. No conflicts
of interest have been identified during the year.
Board effectiveness
The Board has adopted a wrien set of objectives for the financial year,
against which it assesses progress at each meeting. This ensures that
the Board focuses on key issues relevant to Sage and can monitor
progress in all these areas.
Board and commiee papers which are clear, focused and relevant
ensure that the Board has the information it needs to consider the
issues relevant to the business. The papers are issued on a timely
basis to ensure that the Board and its commiees have ample time
to consider and digest their contents and that the Board has the
information it needs to discharge its duties. Regular aendance at
Board meetings by key executives ensures that the Board has the
opportunity to discuss the risks and opportunities within our business
with leaders from across the Group.
In order to increase their knowledge of the business and expand their
contacts with executives around the Group, the non-executive directors
regularly visit the operating companies around the world to meet with
senior executivesand to be briefed on the particular issues faced by
the business in that region. All of the Board aended the Summit
Conference held by the Group in New Orleans in July 2015, the largest
convention for small businesses around the world, at which they met
customers and prospective customers, Sage employees and other
stakeholders fromthe 64 countries represented at the convention.
A number of directors also aended the Capital Markets Day in London
in June 2015 at which they met many investors in the Group and were
able to discuss with them the Group’s strategy.
Performance evaluation
The Board recognises the importance of reviewing its practices and
performance on a regular basis and has evaluated its performance
and that of its commiees and individual members. In the past, the
Board evaluated its performance in a number of different ways including
detailed questionnaires and discussions between individual directors
and the Chairman. Inthe previousfinancial year, the Board used an
independent third party.This financial year, the Chairman undertook
the evaluation through a detailed questionnaire which eachdirector
completed relating to the Board, its role and the interaction of its
members. This questionnaire was then used as the basis for individual
interviews with each director.
The results and outcomes of the review were discussed by the Board
as a whole. Key topics during these discussions included Board
composition, diversity including gender diversity, the frequency and
content of Board meetings andthe supporting documentation,and
succession. As a result, new Board objectives have been set, taking
into account the findings from the review. In addition to the Board
review, the Chairman’s performance was evaluated by the Senior
Independent Director through correspondence and discussion with
the Chairman and the other directors and was found to be effective.
The Board was of the view that, notingthe changes in his role outside
of Sage,he continued to devote the appropriate time to his role as an
effective chairman.
Induction and professional development
To ensure a full understanding of Sage is developed, new Board
members undergo a full, formal and tailored induction programme.
During the year, Stephen Kelly received such an induction,
which included:
– A full day meeting a team of our senior executives at a Group
and operating company level
– Visits to our business in the US and meetings with the heads of
the European business
– Bespoke training as deemed necessary based on individual needs
To assist the Board in undertaking its responsibilities, training is 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 when it is judged necessary in order
to discharge their responsibilities as directors.
Board meetings are held at our operating companies both inside
and outside the UK. Non-executive directors also visit our overseas
operations on a regular basis. This provides the Board and individual
non-executive directors with the opportunity to broaden their
understanding of Sage and the key markets in which we operate.
Risk management and internal controls
The Board retains overall responsibility for seing Sage’s risk appetite,
and for risk management and internal control systems. In accordance
with section C.2.3 of the UK Corporate Governance Code the Board is
responsible for reviewing their effectiveness, and confirms that:
– there is an on-going process for identifying, evaluating, and managing
the principal risks faced by the Company
– the systems have been in place for the year under review and up
to the date of approval of the Annual Report and Accounts
– they are regularly reviewed by the Board
– the systems accord with the FRC guidance on risk management,
internal control and related financial and business reporting.
During 2015 the Board has directly, and through delegated authority to
the Executive Commiee and Audit and Risk Commiee, overseen and
reviewed the performance and evolution of risk management activities
and practices and internal control systems within Sage. Through both
its on-going involvement and overview in risk management and internal
control activities, the Board is satisfied that the risk management and
internal controls systems in place remain effective.
The Board continues to support the on-going development of risk
management and internal controls to ensure that they remain effective
as the business continues to evolve under the Sage 2020 Strategy.
Details can be found in both the Audit and Risk Commiee section
of this report on pages 69-72 and the Balancing Risks and Rewards
section on pages 36-43.
The Sage Group plc | Annual Report & Accounts 2015 67
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT