Directors and Directors’ independence

The Board currently comprises the Chairman, five other Non-executive Directors and four Executive Directors. The names of the Directors at the date of this report, together with their biographical details, are set out on pages 18 and 19. All of these Directors served throughout the year with the exception of Mr Chris Girling and Mr David Savage who joined the Board on 28 February 2011 and 1 August 2011 respectively. In addition, Mr Richard Scholes served on the Board until May 2011.

All Directors are subject to election by shareholders at the first Annual General Meeting (‘AGM’) following their appointment and to annual re-election from 2012 onwards in accordance
with the Code.

The Non-executive Directors constructively challenge and help to develop proposals on strategy and bring strong independent judgement, knowledge and experience to the Board’s deliberations. At the end of Board meetings, the Chairman meets with the Non-executive Directors without the Executive Directors present. Apart from formal contact at Board meetings, there is regular informal contact between the Directors.

Mr Franklin was independent at the time of his appointment as Chairman on 1 August 2009. His other professional commitments are as detailed on page 19.

Mr López Jiménez is associated with GTCEISU Construcción, S.A. (GTCEISU), which is a 49% shareholder in Keller-Terra S.L. and a 5.6% shareholder in Keller Group plc. Whilst the Board considers Mr López Jiménez to be independent in character and judgement, he is not deemed to be independent of management under the Code, in view of GTCEISU’s shareholding in Keller Group plc.

Mr Brown is no longer considered to be independent under the Code having served on the Board for more than nine years.However, his objectivity and willingness to challenge management have not been compromised in any way by his tenure on the Board and so he is considered to have been independent throughout the year by the Company. Nonetheless, it is the Company’s intention that Mr Brown will stand down once his successor as Senior Independent Director has been appointed.

The Board considers all the other Non-executive Directors to have been independent of management throughout the year.

There is an agreed procedure for any Director of the Company (whether executive or non-executive and either individually and collectively), to obtain independent professional advice. All Directors have unrestricted access to the Company Secretary and Chairman. The Company Secretary is responsible for advising the Board, through the Chairman, on all governance matters.  

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