Leadership

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.

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Main Responsibilities

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.

Board Membership

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.

Board Meetings

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:

	Tony Rice	Ian Page	Tony Griffin	Richard Cotton†	Lisa Bright‡	Julian Heslop	Lawson Macartney	Ishbel Macpherson
Appointment Date	5 May 2016	13 June 1997	1 November 2012	3 January 2017	1 February 2019	1 January 2013	1 December 2016	1 February 2013
Board Met 7 times	7	7	7	4	4	7	7	7

  Meetings attended

† 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.

Board Activities

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.

Topic	Key activities and discussions in 2018/2019	Stakeholder
Strategy and performance	Interim and full Strategy Review
	Approval of five year plan
	Bi-annual update on product pipeline and product development
	Various acquisition and licensing agreements approvals, including the acquisition of Venco
Risk management and internal controls	Approval of Half Year and Full Year principal risks and emerging risks
	Presentations from the SET on their respective risks
	Risk Assessment Review and Viability Statement review
	Review of Schedule of Matters and Delegation of Authority
Governance	Review of Disclosure Terms of Reference
	Review of 2019 Internal Board Evaluation
	Approval of 2019 Half-Yearly Results and interim dividend
	Approval of 2019 Full Year Results and final dividend recommendation
	Approval of Non-Executive Director appointment and Committee membership
	Review of the bi-annual Health and Safety Report
	Review of Diversity Policy and Modern Slavery Statement
	Review of How To Raise Concern Policy and Reports
Oversight of the Group's operations	Functional presentations from the SET and Head of Legal
	Report from Quality Director
	Approval of the 2019/2020 budget and capital expenditure projects
	Site visits to Sansaw, Skipton and Uldum
	Review of people strategy and employee engagement

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