Corporate Governance Report (continued)
Each newly appointed Director receives an induction on the responsibilities of a listed public company director and on LSL’s business. Thereafter,
LSL provides the necessary resources for developing this understanding and knowledge. Further, the Chairman regularly reviews and agrees any
training and development needs with each of the Directors.
During 2012 the Board held ten scheduled meetings (including an annual strategy meeting). Each of the Directors was able to allocate sufficient time
to LSL to discharge their responsibilities effectively and the attendance of each of the Directors at the Board meetings (as a Director or a committee
member) is set out below.
During 2013 the Board is scheduled to meet ten times, including the annual strategy meeting and additional meetings will be held as required.
During 2012 the Non Executive Directors collectively met three times without the Executive Directors being present (including once without the
Chairman being present) and it is the intention that this will be repeated in 2013.
Board and committee Attendance 2012
Board
(including
annual
strategy Audit Remuneration Nominations
Director meeting) Committee Committee Committee
Helen Buck 10 - - -
Steve Cooke 10 - - -
Adrian Gill1 3 1 2 2
Simon Embley 10 - - -
Paul Latham2 7 - - -
Roger Matthews3 10 2 3 2
Mark Morris 10 3 3 2
David Newnes4 9 - - -
Mark Pain 10 3 3 2
Alison Traversoni5 10 - - -
1
Adrian Gill was appointed as an Independent Non Executive Director on 10th September 2012.
2
Paul Latham retired as a Non Independent Non Executive Director on 1st October 2012.
3
Roger Matthews stepped down from the Audit Committee in September 2012.
4
David Newnes was not present at one of the scheduled Board meetings during 2012 due to other Group business commitments. He received the papers and provided his comments and queries to the
other Directors for raising at the meeting.
5
Alison Traversoni retired as an Executive Director on 31st December 2012.
In accordance with LSL’s Articles of Association, all of the Directors appointed since the previous AGM and circa one-third of the remaining Directors,
including any Director who has not been elected or re-elected at either of the two preceding AGMs, are required to retire and seek election/re-
election (as appropriate). Notwithstanding this, LSL has in accordance with best practice chosen to adopt annual elections for all Directors and in
accordance with this policy, all of the Directors will stand for election/re-election (as appropriate) at the forthcoming AGM.
The Board is primarily responsible for decisions on Group strategy, including approval of the Group’s strategy, annual business plans and budgets,
interim and full year financial statements and reports, dividend proposals, accounting policies, material capital projects, investments and disposals,
succession plans and the monitoring of financial performance against budget and forecast. There is also a schedule of Matters Reserved for the Board
which is annually reviewed by the Board and any items not included within this policy (such as responsibility for implementing the Board’s strategy
and managing the business) are delegated to the management teams.
There is a programme of regular reviews of performance and developing best practice in matters such as employment, health and safety,
environmental and social and community interest. LSL believes that CSR is necessary to support responsibly grounded business decision making
that considers the broad impact of corporate actions on people, communities, and the environment accordingly, the Board takes account of the
significance of environmental, social and governance matters when making decisions. Further details of LSL’s CSR objectives can be found in the
CSR Statement at pages 50 to 56 of this Report.
34 ANNUAL REPORT AND ACCOUNTS 2012