The Board currently has nine Directors, comprising the Non-executive Chairman, John McDonough CBE; the Chief Executive, François Wanecq; the Chief Financial Officer, Chris O'Shea; and six Non-executive Directors. Richard Malthouse serves as Company Secretary.
The Board seeks to ensure that both it, and its committees, have the appropriate range of skills, experience, independence and knowledge of the Company to enable them to discharge their respective duties and responsibilities effectively. The Board considers its size to be appropriate for the requirements of the business. The Non-executive Directors are drawn from different nationalities and have significant experience of managing complex global manufacturing businesses.
No-one other than committee chairmen and members of the Committees are entitled to be present at meetings of the Audit, Nominations and Remuneration Committees, but others may attend by invitation.
The Board considers the majority of the Non-executive Directors, namely Nelda Connors, Jeff Hewitt, Jane Hinkley, Jan Oosterveld and John Sussens, to be independent of management and free from any business or other relationship which could affect the exercise of their independent judgement. Christer Gardell is Managing Partner of Cevian Capital which holds 20% of Vesuvius' issued ordinary share capital and is therefore not considered to be independent. The Chairman satisfied the independence criteria on his appointment to the Board. Mr Sussens currently serves as Senior Independent Director.
Messrs Oosterveld and Sussens intend to retire as Directors of Vesuvius plc immediately following the 2013 Annual General Meeting. Ms Hinkley will then become Chairman of the Remuneration Committee and Mr Hewitt will assume the role of Senior Independent Director. The biographical details of the Directors are set out within the Board of Directors section.
Appointments to the Board
Recommendations for appointments to the Board are made by the Nominations Committee. The Nominations Committee follows a formal, rigorous and transparent procedure for the appointment of new Directors to the Board. Board appointments are made on merit against objective criteria, selecting the best candidate for the post. Non-executive appointees are also required to demonstrate that they have sufficient time to devote to the role. The Nominations Committee is responsible for reviewing the Board succession plans to ensure that plans are in place for the appropriate refreshing and orderly succession of Board directorships. Further information is set out in the Nominations Committee Report.
Time commitment of the chairman and the non-executive directors
The Chairman and Non-executive Directors each have a letter of appointment which sets out the terms and conditions of their directorship. An indication of the anticipated time commitment was provided in their recruitment role specification, and their letters of appointment provide details of the meetings that they are expected to attend, along with indicating the need to accommodate travelling time (particularly for overseas trips) and to set aside sufficient time to prepare for meetings, and to regularly refresh and update their skills and knowledge. All Directors agree to commit sufficient time for the proper performance of their responsibilities and understand that this will vary from year to year depending on the Group's activities. Directors are expected to attend all Board meetings and any additional meetings (including committee meetings) as required. Directors' other significant commitments are disclosed to the Board at the time of their appointment and they are required to notify the Board of any subsequent changes. The Company has reviewed the availability of the Non-executive Directors and considers that each of them is able to, and in practice does, devote the necessary amount of time to the Company's business.
Induction and training
A comprehensive induction programme has been created for new Directors. This includes visits to manufacturing facilities, meetings with key Group executives and introductions to the Company's principal external advisers, as appropriate. Reference materials are provided, including information about the Board, its committees, Directors' duties, procedures for dealing in the Company's shares and other regulatory and governance matters, and Directors are advised of their legal and other duties and obligations as Directors of a listed company.
It is envisaged that the Chairman will meet with Directors on an ongoing basis to review any training and development needs. In addition, the Directors are provided with details of seminars and training courses relevant to their role. They are encouraged to attend these as they consider appropriate and are supported by the Company in so doing. Where a general training need is identified, in-house training will be provided to the entire Board.
Information and support
The Board has in place processes to ensure that it is supplied in a timely manner with information of an appropriate quality to enable it to adequately discharge its responsibilities. Papers are provided to the Directors in advance of the relevant Board or committee meeting to enable them to make further enquiries about any matters prior to the meeting should they so wish. This also allows Directors who are unable to attend to submit views in advance of the meeting. The Company Secretary's role in facilitating the appropriate flow of information is described in further detail under the role description above. The Chief Executive provides, as a matter of routine, a written update on important business issues between meetings and invites the views of the Directors.
All Directors have access to the advice and services of the Company Secretary. There is also an agreed procedure in place for Directors, in the furtherance of their duties, to take independent legal advice if necessary, at the Company's expense.
In accordance with the provisions of the Code, the Board of Vesuvius plc intends to undertake a formal and rigorous evaluation of its own performance and effectiveness and to assess the performance of its committees and individual Board members on an annual basis. The Board will consider the balance of skills, experience, independence and knowledge of the Company on the Board, its diversity, including gender, how the Board works together as a unit and other factors relevant to its effectiveness.
The Chairman will be responsible for, and will lead, the evaluation process and will be assisted by the Company Secretary. The Senior Independent Director will be responsible for the performance evaluation of the Chairman.
Election of directors
The Code recommends that all Directors of FTSE 350 companies be subject to annual election by shareholders. All the Directors will therefore be offering themselves for election at this year's Annual General Meeting ("AGM"), with the exception of Messrs Oosterveld and Sussens who will be retiring as Directors at the AGM. The biographical details of each of the Directors, including details of their other directorships and relevant skills and experience, are set out in the 2013 Notice of AGM. The Board believes that each of the Directors standing for election is effective and demonstrates commitment to their respective roles. Accordingly, the Board recommends that shareholders approve the resolutions to be proposed at the 2013 AGM relating to the election of the Directors.
To the extent permitted by section 236 of the Companies Act 2006, the Directors have been granted Qualifying Third Party Indemnity Provisions by the Company and the directors of the Group's UK Pension Plan Trustee Board (none of whom are Directors of Vesuvius plc) have been granted Qualifying Pension Scheme Indemnity Provisions by Cookson Pension Plans Trustees Ltd. The indemnities for Directors of Vesuvius plc have been in force since the date of their appointment. The Pension Trustee indemnities were in force throughout the last financial year and remain in force.
Directors' conflicts of interest
Provisions in the Company's Articles of Association permit the Board to consider and, if thought fit, to authorise situations where a Director has an interest that conflicts, or may possibly conflict, with the interests of the Company ("Situational Conflicts"). The Board has established a formal system for Directors to declare Situational Conflicts so that they can be considered for authorisation by the remaining members of the Board. In deciding whether to authorise a Situational Conflict, the non-conflicted Directors are required to act in the way they consider would be most likely to promote the success of the Company, and they may impose limits or conditions when giving authorisation or subsequently if they think this is appropriate. The Company Secretary records the consideration of any conflict and records any authorisations granted. The Board believes that the systems it has in place for reporting Situational Conflicts continue to operate effectively.