Chairman's Introduction to Governance
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Governance Governance Dear Shareholder Chairman’s I am pleased to introduce our More information about our company or Governance report for 2019, on behalf the Company’s purpose and culture can of your Board and in accordance with be found on page 75. introduction the 2016 UK Corporate Governance As discussed on page 82, we are Code (the ‘Code’). This report outlines committed to diversity and inclusion to governance how we have ensured that best practice in all its forms, and during the year and effective corporate governance we were pleased to see the Company’s procedures are in place to help support progress continue to receive external the creation of long-term value for the recognition. Severn Trent was mutual benefit of all of our stakeholders. acknowledged as a role model by the As highlighted in my Chairman’s Women and Equalities Select Committee statement on page 16, this has been an on gender inclusion and recognised for exceptionally busy period for the Board, the female representation within our and specifically the Audit Committee, Executive Committee and direct reports with a significant amount of time being team, being placed in the top four spent finalising our PR19 business among FTSE100 companies by the 2018 plans. I would like to convey the Board’s Hampton-Alexander Review. thanks to John Coghlan for his continued dedication and support to the Board as Workforce engagement Chairman of the Audit Committee during Engaged people are the key to the Andrew Duff this time. success of Severn Trent, which is why Chairman The year saw continued evolution of our one of our five key strategic goals is corporate governance arrangements, to create an awesome place to work. Board Focus 2018/19 with time being spent refining our Your Board recognises the importance of 1 processes and procedures in readiness understanding the views of the workforce 5 for implementation of the new 2018 Code, and considers that our Employee Forum which will apply to us next year. is an excellent means of making sure that views from across the organisation To ensure the long-term success are considered in Board discussions and of your business, Directors and the decision making. Additional details on companies they lead need to build and our workforce engagement activities can maintain successful relationships with be found on page 108. a wide range of stakeholders, taking 4 account of and responding to their Engagement with our views. These relationships will only other stakeholders 2 be successful and enduring if they are based on respect, trust and mutual Severn Trent’s success also depends on your Board taking decisions that 3 benefit. Accordingly, we want to promote a culture of integrity and openness, deliver mutual benefit to our customers, 1. Finance & Risk 33% which values diversity and is responsive communities and shareholders. (Specific Finance items and CFO’s report) 2. Strategy 20% to the views of shareholders and While the Board meets with stakeholders (Items for discussion/approval) wider stakeholders. throughout the year, the AGM is a key 3. Governance 16% (Governance items, Company Secretary’s report, The Board has also embraced Ofwat’s event which gives us the opportunity to and Committee reports) principles for Board leadership, engage with you in person and answer 4. Performance Review 25% (Standing items – excluding CFO’s report) transparency and governance with its your questions on the performance of 5. Other 6% emphasis on the importance of strong your business. (Procedural Business) board leadership and the special TOTAL (Mins) 100% Further details on how we have engaged responsibilities attached to regulated with all of our stakeholders over the year monopoly companies providing an can be found on page 73. essential public service. Documents available at severntrent.com Board effectiveness Severn Trent Plc Articles of Association Company purpose and culture This year the Board undertook an internal Matters Reserved to the Board The Board recognises the importance evaluation. The results of this review Non-Executive Director Letters of its role in setting the tone for Severn can be found on page 77. I am pleased to of Appointment Trent’s culture and making sure that report that your Board, its Committees Terms of Reference for Board Committees it is embedded throughout the Group. and individual Directors continue to Board Diversity Policy Statement Our Code of Conduct, ‘Doing the Right operate effectively. Tax Strategy and Tax Report Thing’, sets out clearly defined values Group Conflicts of Interest Policy and standards of behaviour that we Non-Audit Services Policy expect from everyone who works for, and with, Severn Trent. 64 Severn Trent Plc Annual Report and Accounts 2019 Strategic report > Governance Group financial statements Company financial statements Other information Looking ahead UK Corporate Governance Code Compliance Statement Maintaining the highest standards of corporate governance across the Compliance with the 2016 UK Corporate Governance Code (the ‘Code’) Group is integral to the delivery of our In respect of the year ended 31 March 2019, Severn Trent Plc was subject to the strategy, and we remain focused on 2016 Code (available from www.frc.org.uk). The Board is pleased to confirm that creating sustainable long-term value Severn Trent Plc applied the principles and complied with all of the provisions of for the mutual benefit of our customers, the 2016 Code throughout the year. communities and shareholders. Further information on compliance with the 2016 Code can be found as follows: In July 2018 the FRC published the 2018 Code, which will apply to our financial Leadership 66–71 year ending 31 March 2020. As you will The role of the Board see within this report, the Board has Division of responsibilities carefully considered the 2018 Code and The Chairman implemented many of the new principles Non-Executive Directors earlier than required. This will allow Effectiveness 66–84 new processes and procedures to fully Composition of the Board embed ahead of our 2020 Annual Report and Accounts. Commitment Development Board succession Information and support The Board and the Nominations Evaluation Committee have fully considered Board Re-election succession during the course of the year Accountability 85–92 to ensure that the Board has the right Financial and business reporting mix of skills and experience, as well as Risk management and internal control the capability to provide constructive Audit Committee and auditors challenge and promote diversity. Remuneration 97–122 Additional detail can be found within the Nominations Committee report on The level and components of remuneration page 84. Procedure Relations with shareholders 73–74 As mentioned in my Chairman’s statement on page 16, I believe this is the Dialogue with shareholders right moment to step down and allow a Constructive use of general meetings new Chair to lead the Board into the next phase for Severn Trent. The Nominations Disclosure Guidance and Transparency Rules Committee, led by Senior Independent We comply with the corporate governance statement requirements pursuant to the Director Kevin Beeston, is overseeing FCA’s Disclosure Guidance and Transparency Rules by virtue of the information the process ahead of making a formal included in this Governance section of the Annual Report together with information recommendation to the Board. contained in the Information for shareholders section on page 199. The Nominations Committee is in the initial stages of succession planning and Governance of subsidiaries further detail can be found on page 84. Kevin Beeston chaired the Committee The membership of the Board of the listed Company, Severn Trent Plc, is the when it met to discuss this matter. same as that of Severn Trent Water Limited. This structure was implemented in 2007 to make sure that the highest standards of corporate governance are I hope you find this report useful and I applied at the regulated subsidiary level and to foster greater visibility and would like to encourage our shareholders supervision by the Severn Trent Plc Board. to attend our AGM. We welcome the opportunity to meet with you and I hope Severn Trent Water Limited complies with the Code, and Hafren Dyfrdwy you will give us the pleasure of doing so Cyfyngedig complies with the Code where it is practical to do so. this year. Severn Trent Water Limited and Hafren Dyfrdwy Cyfyngedig comply with Ofwat’s principles of leadership, transparency and governance to ensure the highest standards of governance. A more detailed explanation of the Governance Framework and company structures which apply to each of our regulated subsidiaries can be found Andrew Duff in their Annual Reports, available on their respective websites. Chairman Abbreviated terms used throughout this governance report 20 May 2019 Hafren Dyfrdwy Hafren Dyfrdwy Cyfyngedig Severn Trent Water Severn Trent Water Limited Severn Trent Plc Annual Report and Accounts 2019 65 Governance Board of Directors Leadership & Effectiveness 1. 2. 3. 4. 5. 6. 7. 8. 1. Andrew Duff BSc, FEI 2. Olivia Garfield BA (Hons) 3. James Bowling BA (Hons) Appointed: Non-Executive Director on 10 May Appointed: Chief Executive on 11 April 2014 Econ, ACA 2010, Chairman on 20 July 2010 Membership: C E D Appointed: Chief Financial Officer on Membership: N C R Olivia (Liv) brings to the Board a wealth of 1 April 2015 Andrew’s extensive experience of international experience managing customer service Membership: D T E and regulated business, strategic management delivery and complex infrastructure and James is a chartered accountant, who and customer service in high profile, dynamic organisations in a regulated environment. started his career with Touche Ross and environments has equipped him well for the Before joining Severn Trent, Liv was Chief brings significant financial management, role of Chairman of the Severn Trent Group. Executive Officer of Openreach, part of the BT M&A and business transformation expertise Andrew spent 16 years at BP Plc in marketing, Group, where she spearheaded and oversaw to the Board.