Division of Responsibilities
There is a clear, written division of responsibilities between the Chairman and the Group Chief Executive, which is approved by the Board. The responsibilities of the Senior Independent Director are set out in a letter of appointment.
Terms of reference for the Board Committees are available on the Board Committees page or from the Company Secretary at the Company’s registered office.
On appointment Roger Devlin, Chairman, satisfied the criteria for independence specified in the UK Corporate Governance Code 2018. The Chairman, supported by the Company Secretary, sets the agenda for board meetings and ensures that Board members are provided with accurate, timely and clear information. The Chairman ensures that board meetings are a forum for open and constructive debate and that the views of all Directors are valued and considered.
More than half of Board members (excluding the Chairman) are Independent Non-Executive Directors and no one individual or group of individuals has the ability to dominate the Board’s decision making.
The Board considers all the Non-Executive Directors to be independent. Nigel Mills, the Company’s Senior Independent Director was a Senior Advisor at Citigroup Global Markets until April 2020. Citigroup was one of Persimmon’s two brokers until March 2020, however Citigroup was not a financial advisor to the Company and has received no remuneration from the Company for more than thirteen years, and received share dealing commission only in the two years before that. Whilst employed by Citigroup Nigel had not worked on the Company’s business over the three years prior to his appointment to the Board in 2016. This was itself preceded by Citigroup’s decision to put in place strict procedures which further ensured Nigel’s independence. Accordingly, the Board reiterates its belief in Nigel’s independence, which has been clearly demonstrated in debate in both Board and Committee meetings since his appointment.
The Non-Executive Directors have expertise which complements that of the Executive Directors. Between them, the Non-Executives have experience in fields such as construction and engineering, marketing, various consumer facing industries, HR, executive leadership coaching, banking and finance.
The collective experience of the Non-Executives allows them to make valuable contributions to Board discussions, providing insight, strategic guidance, a diversity of views and constructive challenge to the Executive Directors. For further information on the skills and contribution of each Director please view the Board of Directors page.
Only Non-Executive Directors are members of the Board’s Audit, Remuneration and Nomination Committees. The Chairman holds meetings with the Non-Executive Directors without the Executive Directors being present.
All Directors are required to allocate sufficient time to the Group to discharge their duties. Prior to the appointment process the Nomination Committee considers the other demands on a Directors’ time and provides the Director with an assessment of the time commitment required of their role on the Company’s Board.
Resources for the Board
The Board is supported by the Company Secretary and has the necessary policies, processes, information and resources in place to ensure that the Board can function effectively and efficiently. All Directors have access to the advice of the Company Secretary and may seek external professional advice at the expense of the Company in regard to their role with the Group.
Role of the Board of Directors
Our Board of Directors set the Group’s purpose, define the Group’s values, set the strategy and monitors and assesses the Group’s culture.Role of the Board of Directors
The Board delegates certain responsibilities to standing Board Committees, each with their own primary roles and responsibilities.Board Committees