The main tasks of the Board of DCC are to provide well-informed oversight of strategy and delivery, to ensure that risk appetite and parameters are clearly defined and consistently applied, to maintain the highest standards of corporate governance and to nurture the culture of a unitary Board.
There were 8 scheduled Board meetings in the year ended 31 March 2013.
Two of the scheduled Board meetings were held in the UK, to facilitate in-depth reviews of particular businesses, involving a broad range of management, as well as to enable Board members to visit DCC facilities in the area. During the course of the year, individual non-executive Directors also devoted significant time to visiting DCC subsidiaries and discussing operations, challenges and opportunities with local management.
In December 2012, the Board conducted its annual strategy review over two days with the executive team.
Over the course of the year, Board agendas incorporated in depth reviews of the Group’s divisions. Significant Board time was also devoted to operational performance, potential acquisitions, the Group’s key risks and risk appetite, succession planning, diversity policies at Board and management levels, the Group’s control and governance environment, corporate governance developments and progress on the Group’s sustainability agenda. I believe that, as a Board, we kept a good balance through the year between the amount of time devoted to business issues and to governance issues.
Having had a fully independent, externally conducted Board evaluation in the previous year, with a positive outcome, all action items, incorporating learnings from it, were completed during the course of the year. At the end of the year under review, a formal Board evaluation, using the framework from the previous year, was conducted internally, in part by David Byrne, our Deputy Chairman and Senior Independent Director, and in part by me. I have again taken responsibility for ensuring completion of a list of action items arising, designed further to improve Board performance in the year ahead.
In the 5 years I have been Chairman of DCC, I have refreshed and strengthened the Board by bringing in Directors with a range of skill-sets, domain knowledge and deep commercial experience relevant to the diverse business sectors and geographies in which DCC operates. The current average service of non-executive Board members is 4 years and 3 months.
During the year under review, Bernard Somers retired as an independent non-executive Director and Chair of the Audit Committee. Bernard had brought exceptional financial expertise and commercial acumen to his roles and to his pithy contributions to Board debates.
We were fortunate to find someone with highly relevant experience to replace Bernard. On 4 October 2012, Jane Lodge joined the Board as non-executive Director and took over as Chair of the Audit Committee on 5 November 2012. Until July 2011, Jane had been a senior audit partner with Deloitte, where she spent over 25 years advising global manufacturing companies.