47153 AG Barr Annual Report 2025 AW4 SQ WEB - Flipbook - Page 79
Strategic Report
detailed and comprehensive written survey
questionnaires by all Board members and
the Company Secretary.
The questionnaires were agreed with the
Company Secretary and the Chair. The Board
questionnaire covered such themes as strategy,
leadership and accountability, Board
composition, diversity, culture and risk
management, and how effectively Board
members work together in order to achieve
objectives, with similar coverage for each of
the committees. A full, written report based on
the responses to the survey was prepared and
discussed with the Chair. The full report was
shared with and discussed by the Board and
each of the committees. Overall, the reviews
found that the Board and its committees were
functioning in an effective manner and
performing satisfactorily, with no major issues
identified. Actions will be taken to address
certain areas arising from the evaluations,
including further enhancing Group investor
relations and addressing the current lack of
ethnic diversity in the Board’s composition.
The non-executive directors, led by the senior
independent director, carried out a performance
evaluation of the Chair without the Chair present,
taking into account the views of the executive
directors. It was concluded that Mark Allen’s
performance continues to be strong and that
he demonstrates effective leadership.
The Chair is pleased to confirm that, following
performance evaluation of the directors, all of the
directors’ performances continue to be effective
and all of the directors continue to demonstrate
commitment to the role of director, including
commitment of time for Board meetings and
committee meetings and any other relevant duties.
Meetings and attendance
Board
Maximum 7
Corporate Governance
Accounts
Audit & Risk
Committee
Maximum 4
Remuneration
Committee
Maximum 5
Nomination
Committee
Maximum 3
ESG Committee
Maximum 3
Executive
Euan Sutherland*
6
3
3
2
3
Stuart Lorimer**
7
4
1
-
1
Roger White***
1
–
1
–
–
Jonathan Kemp****
2
–
–
–
–
Non-Executive
Mark Allen+
7
3
4
3
3
Julie Barr++
7
4
5
3
3
Susan Barratt
7
4
5
3
3
Zoe Howorth+++
7
3
5
2
3
Louise Smalley
7
4
5
3
3
Nick Wharton++++
7
4
2
3
3
David Ritchie+++++
2
1
2
1
–
*
Euan Sutherland joined the Board on 1 May 2024 and attended meetings of the Audit and Risk Committee, Remuneration
Committee and Nomination Committee by invitation. He was not eligible to attend any meetings held prior to his appointment.
Euan attended all meetings of the Board and sub-committees of which he was a member at the time of the meetings, as well as
any meetings to which he was invited.
**
Stuart Lorimer attended meetings of the Audit and Risk Committee, Remuneration Committee and ESG Committee by invitation
only. Stuart attended all meetings of the Board as well as any meetings to which he was invited.
*** Roger White resigned from the Board on 30 April 2024. Roger attended all meetings of the Board and sub-committees of which
he was a member, as well as any meetings to which he was invited prior to his resignation. Roger was not eligible to attend any
meetings held following his resignation.
**** Jonathan Kemp resigned from the Board on 31 May 2024. Jonathan Kemp attended all meetings of the Board prior to his
resignation. Jonathan was not eligible to attend any meetings held following his resignation.
+
Mark Allen attended meetings of the Remuneration Committee by invitation only prior to his appointment as a member of the
Remuneration Committee on 31 May 2024. Mark attended meetings of the Audit and Risk Committee and ESG Committee by
invitation after 31 May 2024. Mark attended all meetings of the Board and sub-committees of which he was a member at the
time of the meetings, as well as any meetings to which he was invited.
++
Julie Barr attended meetings of the Audit and Risk Committee and Remuneration Committee by invitation. Julie attended all
meetings of the Board and sub-committees of which she was a member at the time of the meetings, as well as any meetings to
which she was invited.
+++ Zoe Howorth joined the Audit and Risk Committee and Nomination Committee on 31 May 2024. Zoe attended all meetings of the
Board and sub-committees of which she was a member at the time of the meetings, as well as any meetings to which she was
invited.
++++ Nick Wharton joined the Remuneration Committee on 31 May 2024. Nick attended all meetings of the Board and sub-committees
of which he was a member at the time of the meetings, as well as any meetings to which he was invited.
+++++ David Ritchie resigned from the Board on 31 May 2024. David attended all meetings of the Board and sub-committees of which
he was a member, as well as any meetings to which he was invited prior to his resignation. David was not eligible to attend any
meetings held following his resignation.
Board meetings are scheduled to be held six
times each year. Between these meetings, as
required, additional Board meetings (and/or
committee meetings) may be held to progress
the Company’s business. Each Board meeting
includes time dedicated for discussion on key
strategic matters.
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