To view the Schedule of Matters Reserved for the Board, please click here

The Board

Board Membership

Richard Pennycook (Chairman)
Andrew Cripps (Non-Executive Director)
Tiffany Hall (Non-Executive Director)
Mark Allen (Non-Executive Director)
Geoff Drabble (Non-Executive Director)
Debbie White (Non-Executive Director)
   
Matthew Ingle (Chief Executive Officer)
Mark Robson (Deputy Chief Executive & Chief Financial Officer)

THE BOARD'S ROLE

The role of the Board is to direct the affairs of the Group so that long-term, sustainable performance may be achieved which meets stakeholder and shareholder interests.

The Directors are collectively responsible for developing the strategy of the Group and ensuring there are sufficient resources to successfully implement that strategy, and for challenging the performance and decisions of the senior management team and for providing counsel to the senior management team in their day-to-day running of the business. They are also responsible for setting and protecting the culture and values of the business - a role particularly pertinent to Howdens where integrity, respect and recognition are fundamental tenets of the business.

Matters which are reserved for consideration by the Board, and are not delegated to a Board Committee or to the Executive Committee, are detailed in a schedule which is reviewed annually (this was last reviewed and approved by the Board in November 2017). These matters include setting the Group's values, standards and strategy (as previously described) as well as taking decisions about:

  • acquisitions and disposals
  • risk management
  • internal control
  • significant capital projects
  • annual budgets
  • Group borrowing facilities
  • significant financial and operational matters

The Board also considers legislative, environmental, health & safety, governance and employment issues.

THE CHAIRMAN'S ROLE

The Chairman is primarily responsible for the leadership and effectiveness of the Board and for creating a culture of openness, debate and challenge in the boardroom. He is also responsible for ensuring effective communication with our shareholders.

The Chairman is responsible for setting the Board's agenda (with support from the Company Secretary) and ensuring that adequate time is given to discussion of all agenda items at meetings.

THE NON-EXECUTIVE DIRECTORS' ROLE

Non-Executive Directors have the same general legal responsibilities to the Company and the same commitment to its success as the Executive Directors. However, the Non-Executive Directors are removed from the day-to-day management of the Company and so are able to provide independent judgement and oversight, and to constructively challenge senior management.

Non-Executive Directors are also key to providing the business with valuable insights, specialist knowledge and creative solutions gained from experience outside the Company. Our Non-Executive Directors, therefore, have been selected for the diversity of their backgrounds, perspectives, experience and personal attributes, as well as for their impressive business acumen.

THE EXECUTIVE DIRECTORS' ROLE

As well as their general legal responsibilities as Directors of the Company, the Chief Executive Officer and the Deputy Chief Executive and Chief Financial Officer have been delegated the day-to-day running of the Group by the Board and are responsible for satisfactory execution of the policies and strategy agreed by the Board.

The Deputy Chief Executive Officer is responsible for the daily management of the business, while the Chief Executive Officer focuses on the business's continuing development and the implementation of the strategy. The Chief Executive Officer also has a particular focus on maintaining and continuously developing the strong and unique Howdens culture, which has served the Company well throughout the years and continues to ensure its success for the future.

THE COMPANY SECRETARY'S ROLE

The Company Secretary is an officer of the Company and shares various legal obligations with the Directors. He provides the Board with guidance and advice on various governance and regulatory matters (under the direction of the Chairman) and ensures that information flows effectively and in a timely manner between the Board and the senior management, as well as within the Board and between the Board's Committees.

The Company Secretary is also responsible for developing and overseeing the systems which ensure compliance with various legal and code requirements and for supervising the day-to-day administration of the Company.

THE EXTERNAL ADVISORS' ROLE

External advisors provide a range of services to the Board and its Committees including banking, brokerage, legal, audit, actuarial, financial PR and Executive remuneration, as well as other consulting services. Both the Executive Committee and the Board rely on such advisors to provide counsel and guidance on specialist matters when necessary. The Non- Executive Directors can engage with advisors at the Company's expense, independent of management where appropriate.

The competency, value, length of tenure and independence of advisors is reviewed by the Board on an annual basis. A list of principal advisors to the Company can be found on page 149 of the 2017 Annual Report.

DIVISION OF RESPONSIBILITIES

The roles of Chairman and Chief Executive Officer (CEO) are held by separate members of the Board and are clearly defined. This provides a crucial safeguard so that no one person has unlimited decision-making power and that no one person is responsible for monitoring their own performance. The Senior Independent Director (SID) role also ensures that issues may be raised in the event a principal shareholder feels unable to raise them with the Chairman directly and ensures that there is an alternative communication channel between the Chairman and the Board.

SID

Providing an alternative point of contact for principal shareholders

 

CHAIRMAN

Leading an effective Board, which provides direction to the Executive team

 

CEO

Continuing development of the business and the Howdens culture

 

DEPUTY CEO

Day-to-day management of the business as well as responsibilities as Chief Financial Officer

BOARD ACTIVITY DURING 2017

Key Agenda Items Considered

Strategy

The Board considered strategy at various points during the year. In particular, the Board discussed the UK depot opening programme, future warehousing capacity, depot manager autonomy and the ongoing European depot tests.

Employee Development

The Board regularly discussed the Group's people agenda during 2017, with particular regard to organisational design and development (including succession planning for senior managers). Each division's HR heads presented to the Board and answered questions on topics including succession planning, apprenticeships and learning and development. Further information about our employees may be found on page 40 of the 2017 Annual Report.

Health & Safety

Divisional H&S updates were provided at each of the scheduled Board meetings during 2017. Updates included information in relation to new training initiatives and an update on the Company's journey to embrace behavioural safety, which builds on the extensive work already carried out on our H&S systems.

Pensions

Matters in relation to the defined benefit scheme were considered by the Board. However, a separate Funding and Investment Strategy Committee consisting of members of the Executive Committee was established in 2017 to provide a vehicle for communication with the Pension Trustees on routine funding and investment matters and this Committee, in conjunction with the Company's actuaries, reported to the Board on these matters twice during the year.

Board Meeting Attendees

In addition to the Executive Directors, the Divisional Chief Operating Officers, the Group Finance Director, the Interim Group HR Director and the Company Secretary were present at all scheduled Board meetings during the year to take questions from the Non-Executive Directors.

Group Financial Performance Monitoring

Outside of Board meetings, the Board were provided with performance updates every four weeks and weekly updates were provided during peak trading. This was intended to complement the more detailed operational and finance reports that were provided at each scheduled meeting during 2017.

Howdens Culture and Purpose

The Board attended a bespoke in-house culture training session in September 2017 and was also invited to attend Howdens events at various locations throughout the year. This gave our Non-Executive Directors the chance to meet with employees at all levels and in all divisions and served to underpin the Board's understanding of the unique Howdens culture.

Board Effectiveness Evaluation

The 2017 Board evaluation was conducted internally by our Senior Independent Director, Tiffany Hall. Independent Board Evaluation (IBE)* were invited to provide support to Ms Hall, following their successful facilitation of the 2016 external Board evaluation. Further information about the 2017 Board evaluation and progress since the 2016 evaluation can be found in the Nominations Committee Report on page 70 of the 2017 Annual Report.

* IBE does not have any other business relationship with the Company or with any member of the Board.

 

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