The Board oversees the effective delivery of our strategy which is developed and implemented by the Senior Executive Team (SET). Further details of the Board and SET can be found in the Board and Senior Executive Team.
- Leads the Board in the determination of Group strategy and achievement of its objectives.
- Drives the effectiveness of the Board in all aspects of its role.
- Facilitates the effective contribution of the Non-Executive Directors, ensuring that all decisions are subject to constructive debate and supported by sound decision making processes.
- Arranges for shareholder views to be brought to the attention of the Board.
Senior Independent Non-Executive Director
- Provides a sounding board for the Chairman and is available to shareholders if they have concerns that have failed to be resolved through the normal channels.
- Carries out the annual evaluation of the performance of the Chairman, and chairs the Nomination Committee when it is considering the succession of that role.
Chief Executive Officer
- Manages day-to-day operations of the Group and leads the SET.
- Drives performance and results of the Group.
- Proposes strategy.
- Executes strategy agreed by the Board.
All of the Non-Executive Directors:
- are considered independent;
- are free of any business or other relationship which could materially interfere with, or compromise, their ability to exercise independent judgement;
- are considered to have a breadth of experience which adds value to the decision making of the Board, as well as the formulation and progression of the Dechra strategy;
- provide independent and constructive challenge;
- evaluate strategy and risks.
Role of the Board
- KPIs have been designed to measure progress and delivery of the strategic plan and our four growth drivers. Further details are provided in Key Performance Indicators.
Chief Financial Officer
- Responsible for financial planning and reporting for the Group.
- Manages financial risk.
- Develops and executes the strategic plan in conjunction with the Chief Executive Officer.
- Secures funding as required.
- Advises the Board on matters of procedure and governance.
- Provides all required information to the Board on a timely basis.
Senior Executive Team
- Leads the development and implementation of the business strategy.
Managing Director Dechra Veterinary Products (DVP) EU
- Management of the segment which contributes the majority of Group revenue.
- Nominated Director for health, safety and environmental matters.
- Development and execution of strategy in the EU.
The Board is responsible, under section 172 of the Companies Act 2006, for the long term success of the Company for the benefit of its shareholders, having regard for its stakeholders. Further details on how the Board considers key stakeholders can be found in Creating Value for Our Stakeholders and in the Corporate Governance.
Details of the Directors together with details of their respective Committee membership, skills and experience, backgrounds and external appointments can be found in the Board and Senior Executive Team. In line with the Code, at least half the Board, excluding the Chairman, is determined by the Company to be independent.
The Board has determined that the Non-Executive Directors have sufficient time to meet their Board responsibilities and any proposed new appointments are disclosed to enable the Board to assess whether there are any conflicts of interest or time.
Matters Reserved for the Board
There is a formal schedule of matters reserved for the Board. The schedule of matters covers a number of areas including strategy, approval of acquisitions and business development proposals, the dividend policy, budget, internal controls and risk management and Group policies. The Board has formally delegated specific responsibilities to Committees, namely the Audit, Remuneration, Nomination and Disclosures Committees. The Disclosure Committee members are the Chief Executive Officer, the Chief Financial Officer, the Corporate Development Director and the Company Secretary. The full terms of reference for each of these Committees are available on the Company's website (www.dechra.com) or on request from the Company Secretary. Other matters have been delegated to the SET and other committees such as the Data Protection Committee and Treasury Committee.
The schedule of matters are reviewed periodically and were last reviewed in November 2018 along with the Delegation of Authority Policy. The Delegation of Authority Policy defines who is authorised to make decisions on behalf of the Group and their authority limits for both monetary and non-monetary decisions.
The Board is scheduled to meet seven times per year. Attendance at the Board meetings during the year to 30 June 2019 is set out in the table below:
Met 7 times
† Richard Cotton resigned as a Director of Dechra Pharmaceuticals PLC on 3 April 2019, he attended all meetings prior to his resignation.
‡ Lisa Bright has attended all meetings since her appointment.
The Non-Executive Directors met informally before every meeting, and they also met twice with the SET on an informal basis during the year.
Where Directors cannot attend a meeting, the Board papers are still provided allowing the Director to raise any queries or discussion points through the Chairman. Should Directors have concerns of any nature which cannot be resolved within the Board meeting, they have the right to have their view recorded in the minutes.
In the months where there is no Board meeting scheduled, an update is provided on the business. In addition, arrangements are in place should Board approval be required outside of the scheduled meeting dates.
Director Insurance and Indemnities
The Company maintains an appropriate level of Directors' and Officers' insurance in respect of legal action against Directors as permitted under the Company's Articles of Association and the Companies Act 2006. The Company also indemnifies the Directors under an indemnity deed with each Director in respect of legal action to the extent allowed under the Company's Articles of Association and the Companies Act 2006. As at the date of this report, qualifying third party indemnity provisions are in force. A copy of the indemnity provisions will be available for inspection at the forthcoming Annual General Meeting.
At each meeting the Board receives trading, financial and strategic updates from the Chief Executive Officer and Chief Financial Officer. During the year each SET member will present to the Board, providing the Board the opportunity to take a deep dive into the operations and strategic plans of the respective businesses as well as reviewing their specific risks. In addition to its routine business, the table below details the other matters discussed during the year and the respective key stakeholders affected.
Board Site Visits: Skipton Facility/Denmark Facility
Following the recent investment at the Skipton Manufacturing site, the May Board meeting was held in Skipton. This gave the Board the opportunity to have a tour of the manufacturing facility, in particular the recently refurbished tablets suite. At this meeting the Group Manufacturing Director and Quality Director gave presentations to the Board.
The June Board meeting was held in Uldum, Denmark, which was the Board's first visit to the main EU distribution centre of the Group. Anders Rasmussen, the Logistics Manager, conducted a tour of the facility which enabled the Board to gain a better understanding of the EU distribution of Dechra products. They also had the opportunity to have their lunch in the staff canteen facility which gave the Danish employees the chance to interact directly with the Board members in a relaxed setting.
Both Board visits were scheduled over two days which enabled the Board to meet and interact with senior managers during the evening before the meetings, on a more informal basis.