Directors and Directors’ independence

The Board currently comprises the Chairman, five other Nonexecutive 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 16 and 17. All of these Directors served throughout the year with the exception of Ms Cairnie and Mr Girling who joined the Board on 1 June 2010 and 28 February 2011 respectively. In addition, Dr Bond served on the Board until May 2010.

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. During the year the Chairman met with the Nonexecutive Directors without the Executive Directors present and there was 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 17.

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.

Dr Bond, who stood down in May 2010, had served on the Board for more than nine years and, accordingly, in his last few months on the Board was not deemed to be independent of management under the Code.

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

Looking beyond 2010, Mr Brown and Mr Scholes, having both now served on the Board for more than nine years, are no longer deemed independent under the Code, although the Board is of the view that their objectivity and willingness to challenge management have not been compromised in any way by their tenure on the Board. After his long association with the Company, during which time he has made an important contribution, Mr Scholes will stand down at the next Annual General Meeting and will be succeeded as Chairman of the Audit Committee by Mr Girling.

Mr Brown will retire by rotation and will stand for re-election. If he is re-elected, it is the Board’s intention that, in the interest of continuity, he should remain, until May 2012 at the latest, as Senior Independent Director and Chairman of the Remuneration Committee, both senior roles which he has performed with commitment and diligence. As the process of refreshing the Board continues and more recently appointed Non-executive Directors gain a deeper knowledge of the Group, it is anticipated that these senior roles will be taken on by others.

There is an agreed procedure for any Director of the Company (whether executive or non-executive), both individually and collectively, to obtain independent professional advice. This procedure was reviewed by the Board and updated during the year. 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.

The Board had eight scheduled meetings during the year. A table showing attendance at these meetings, and at meetings of Board Committees, is set out on page 33. All Directors receive Board papers well in advance of meetings and it is usual for Directors who cannot attend a given meeting to discuss the business of the meeting in advance with the Chairman or the Senior Independent Director, in order to have input to the Board’s deliberations.

As part of our policy of holding at least one Board meeting a year at an operational location, one of the Board meetings in 2010 was held in France and was combined with a visit to the Group’s joint venture operation in Spain. This gave the Board an opportunity to receive presentations on the regions’ markets and prospects and to meet some of the Group’s senior managers.

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