The Board Is Committed to Maintaining the Highest Standards of Corporate Governance and Ensuring Values and Behaviours Are Consistent Across the Business.”
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Chairman's introduction to Governance “ The Board is committed to maintaining the highest standards of corporate governance and ensuring values and behaviours are consistent across the business.” Dear Shareholders, As Halma’s new Chairman, I am proud to be able to present Halma’s Corporate Governance report on behalf of our Board for the first time. I hope the report provides you with a clear and meaningful explanation of how we as a Board and the committees discharge our governance duties and apply the principles of good governance enshrined in the UK Corporate Governance Code (the Code). Halma reports in accordance to the revised September 2012 Code, the Listing Rules and the Disclosure & Transparency Rules. The Board is committed to maintaining the highest standards of corporate governance and ensuring values and behaviours are consistent across the business. We have sought to manage the affairs of the Company not by merely following regimented rules, but by promoting open and transparent discussion, constructive challenge and support in the Board and across the Group. I am pleased with the progress Halma has made. We continually seek to ensure best practice is maintained and that governance is integral to our strategy and decision-making processes for the benefit of our shareholders. We were sorry to lose Geoff Unwin as Chairman during the year as he has been an invaluable and excellent leader and Chairman to our Board and team. I am honoured to have worked with him for a few brief months. It is my belief that we have to continually nurture talents throughout the Group to enable effective succession planning. We have continued to review our governance structures and the composition of our Board and Executive Board throughout the year. I am delighted to report that we further strengthened our Board and aligned our Executive Board with the four market sectors in which we are engaged. We are also sorry that Lord Blackwell and Steve Marshall will both be retiring from our Board at the forthcoming AGM. I would like to thank them for their significant contribution to the Halma Board. We will soon be welcoming Roy Twite, an executive director at IMI plc, to our Board immediately following the end of our AGM on 24 July 2014. Roy brings with him substantial engineering and operational experience which I am sure will be invaluable to our Board discussions. 54 Halma plc Annual Report and Accounts 2014 Strategic Report Governance I am so pleased to welcome Jennifer Ward to our team. She has global responsibility for the development of management talent across Halma, with a strong focus on subsidiary StatementsFinancial company boards and Halma’s senior management. This appointment reinforces our commitment to continuously improve the quality and performance of Halma’s management talent across the world. Jennifer comes to us with a wealth of experience from a wide range of roles held in both the USA and London. Her biography is detailed on page 58 of the report. Reviews of management capabilities and potential are performed on a routine basis and Halma is always focused on the ways in which we attract, identify, assess and develop Board-level talent which is a critical factor for us to achieve our mid to long-term strategic goals. Talent also continues to be developed through programmes such as the Halma Executive Development Programme which itself evolves to meet the changing needs of the Group. Whenever we identify a need for improvement to management resources we take action to ensure full strength is attained as soon as practicable. Lastly, I would like to encourage all shareholders to find the time to attend our AGM on 24 July 2014. It is an excellent opportunity to meet the Board and the newly constituted Executive Board. Paul Walker Chairman 12 June 2014 Halma plc Annual Report and Accounts 2014 55 Board of Directors Paul Walker Andrew Williams Kevin Thompson Neil Quinn Non-executive Chairman Chief Executive Finance Director Sector Chief Executive, Location UK Location UK Location UK Process Safety Location UK Paul was appointed non-executive Andrew was appointed Chief Kevin was appointed to the Halma Neil was appointed to the Halma plc Chairman of Halma in July 2013, Executive of Halma plc in February plc Board in 1998. He became Board in 1998 and is Chief Executive having been appointed to the Board 2005. He was promoted to Director Group Finance Director in 1997 after of the Process Safety sector. He in April 2013. Paul is non-executive of the Halma plc Board in 2004. joining the Halma Executive Board as joined the Halma Executive Board in Chairman of Perform Group plc and Andrew became a member of the Finance Director in 1995. Kevin joined 1995 as Divisional Chief Executive. WANdisco plc and a non-executive Halma Executive Board in 2002 as Halma as Group Financial Controller He became Managing Director of director of Experian plc. He was CEO Divisional Chief Executive after joining in 1987. Kevin qualified as a Apollo Fire Detectors in 1992, after at the Sage Group plc from 1994 to Halma in 1994 as Manufacturing Chartered Accountant with Price joining as Sales Director in 1987. Neil 2010 and has previously served on Director of Reten Acoustics (now Waterhouse and is an economics has a material sciences degree from the boards of Diageo plc and HWM-Water), where he became and accounting graduate of Bristol Sheffield University. Mytravel Group plc. Paul qualified as Managing Director in 1997. Andrew University. He attended the a Chartered Accountant with Ernst & is a Chartered Engineer and a Advanced Management Program at Young, having graduated from York production engineering graduate of Harvard Business School in 2007. University with an economics degree. Birmingham University. He attended the Advanced Management Program at Wharton Business School, University of Pennsylvania in 2004. Steve Marshall Stephen Pettit Carol Chesney Non-executive Director Senior Independent Director Company Secretary Location UK Location UK Location UK Steve was appointed a non-executive Stephen was appointed a non- Carol was appointed Company Director of Halma in July 2010. He is executive Director of Halma in Secretary of Halma plc in 1998. She executive Chairman of Balfour Beatty September 2003. Previously Stephen joined Halma in 1995 as Group plc and non-executive Chairman was a non-executive director of Finance Manager having spent three of Wincanton plc and Biffa Group National Grid plc, non-executive years with English China Clays plc. Holdings Limited. He is a former Chairman of ROK plc, an executive Carol is a non-executive director of chairman of Delta plc, Queens’ Moat director with Cable & Wireless PLC, a Renishaw plc where she chairs the Houses plc and Torex Retail plc as member of the BT Group plc Equality Audit Committee. She qualified as a well as a former non-executive of Access Board and a divisional chief Chartered Accountant with Arthur director at Southern Water Services executive with BP PLC. Stephen has Andersen and is a mathematics Limited. He was Group Chief an MSc from London School of graduate of Randolph-Macon Executive of Railtrack Group plc Economics and an MBA from Woman’s College, Virginia. and prior to that Thorn plc, having INSEAD and is an economics and also served as Finance Director at politics graduate of Cardiff University. each company. His earlier career included a wide range of corporate and operational roles at Grand Metropolitan plc, Burton Group, Black & Decker and BOC Group. He is a fellow of the Chartered Institute of Management Accountants and a member of its Governing Council. 56 Halma plc Annual Report and Accounts 2014 Strategic Report Adam Meyers Jane Aikman Daniela Barone Soares Norman Blackwell Sector Chief Executive, Medical Non-executive Director Non-executive Director Non-executive Director Location USA Location UK Location UK Location UK Governance Adam joined the Halma plc Board in Jane was appointed a non-executive Daniela was appointed a non- Norman was appointed a non- April 2008 and is Chief Executive of Director of Halma in August 2007. executive Director of Halma in executive Director of Halma in July the Medical sector. He became a She is Chief Operating Officer and November 2011. She is Chief 2010. He is non-executive Chairman member of the Halma Executive Chief Financial Officer of Phoenix IT Executive Officer of Impetus – The of Lloyds Banking Group Plc and Board in 2003 as Divisional Chief Group plc. Previously Jane was Private Equity Foundation (Impetus- Interserve Plc. His past business roles Executive, having joined Halma in Finance Director of Infinis Energy PEF). She is on the advisory board have included non-executive director 1996 as President of Bio-Chem Limited, Wilson Bowden Plc and and a trustee of a number of of Ofcom, the communications Valve. Adam gained his MBA from Pressac plc. She spent three years non-listed, social sector organisations regulator, Senior Independent Harvard Business School and is a as an internal audit manager with in the UK and Brazil. In November Director at both Standard Life Plc systems engineering graduate of the GEC Alsthom and five years in East 2013, Daniela was appointed to the and SEGRO plc, Director of Group University of Pennsylvania. Asia with Asia Pulp and Paper Co UK National Advisory Board, which Development at NatWest Group Limited. Jane qualified as a advises the G8 Social Impact and Partner at McKinsey & Company. StatementsFinancial Chartered Accountant with Ernst & Investment Taskforce. Her past He was Chairman of the independent Young and has a degree in civil business roles have included Head Centre for Policy Studies from 2000 engineering from Birmingham of Institutional Support at Save the to 2009 and remained a board University.