Role of the Board
The Board will review and monitor strategic plans and objectives, approve the acquisition of investment properties, disposals, financing arrangements and capital expenditure and of the Group’s systems of internal control, governance and risk management.
Other day-to-day operational decisions are delegated by the Board to the Executive Committee, subject to formal delegated authority limits; however certain matters have been reserved for consideration by the Board.
The Chairman promotes open discussion among the Board members and encourages the Non-Executive Directors to constructively challenge strategic and other business-related debate in order to ensure that the decisions adopted by the Board have been vigorously tested.
To assist the Board in effectively discharging its duties, Directors receive relevant supporting information, which includes but is not limited to the monthly Group’s financial results, performance reports and risk assessment reports. Equally, the Board routinely considers safety, environmental, ethical and reputational issues in order to ensure that they are fully reflected in the risk management process.
The governance framework implemented by the Group ensures that open communication channels exist between the Board, its principal Committees and within the organisation. Copies of Committee minutes are distributed to all Directors and Committee Chairmen report back to the Board.
The full schedule of matters reserved for the Board can be found on the Company website atwww.workspace.co.uk. At least once a year the Board reviews the nature and scale of matters reserved for its decision and these include: Dividend Policy, Company Strategy, Board and Committee composition, significant funding decisions and corporate transactions.
Board activities in 2014/15
During the year under review, the Board considered the following:
Reviewed progress of the strategy and business objectives:
In September 2014, the Board held its annual Strategy Day which included, amongst other matters, a review of the business plan objectives
a discussion on the economic outlook and consideration given to other growth opportunities; and
Review of risk and the Group’s health and safety arrangements.
Monitored trading performance of the business and considered other finance matters:
Finance matters including budgets, business plans and significant refinancing opportunities;
In November 2014, the Company announced the successful completion of a Cash-Box Placing, raising gross proceeds of approximately £96.5m;
In December 2014, the Company agreed terms with the former lenders of the Glebe Joint Venture for the termination of the Glebe Proceeds Share Agreement in return for a cash payment of £30m; and
Annual and interim results, interim management statements and dividends.
Considered the Group’s property valuation and investment decisions:
Approval of redevelopment activity and major developments;
Significant investment decisions including five property acquisitions during the year of £80m; and
We realised £44m from the disposal of 10 non-core Industrial Estates.
Reviewed succession planning and Board performance:
The Board engaged an external party to undertake a review of its own performance and that of the Committees and the Directors; and
Approval of Board appointments, retirements and ensuring adequate succession planning is in place.