Corporate governance

Brief biographical details of current Directors are detailed in the Directors section. The Chairman leads the Board and ensures the effective engagement and contribution of all Non-executive and Executive Directors. The Managing Director has responsibility for all Group businesses and acts in accordance with the authority delegated from the Board. Responsibility for the development of policy and strategy and operational management is delegated to the Executive Directors and the Operational Directors. There is also a Senior Non-executive Director (Norman Murray) whose role is separately defined.

Particulars of Directors’ remuneration and interests in shares of the Company are given in the Report of the Board in relation to Remuneration Policy and Practice (the ‘Directors’ Remuneration Report’) and Notes to the Financial Statements- Notes 9 respectively of our 2011 Annual Report.

At Robert Wiseman Dairies we believe that the Board needs to be independent, balanced and insightful, informed and effective.

The Board meets regularly to determine the strategic direction of the Group and to review operating, financial and risk performance. There is a formal schedule of matters reserved to the Board which includes:

• approval of the Group's annual Business Plan;
• the Group's strategy;
• acquisitions, disposals and capital expenditure projects above certain thresholds;
• all guarantees;
• treasury policies;
• the financial statements;
• the Company's dividend policy;
• transactions involving the issue or purchase of Company shares;
• borrowing powers;
• appointments to the Board;
• alterations to the Memorandum and Articles of Association;
• legal actions brought by or against the Group above certain thresholds; and
• the scope of delegations to Board Committees, subsidiary boards and executive management of the Group.

How Does the Board Demonstrate Independence?

The Board considers that its make up is in keeping with its requirements. The Board has 3 directors considered to be independent by the Board, we believe that this is appropriate given the size of the Company. In addition, having the largest shareholder (RT Wiseman) on the Board ensures that the interests of shareholders are always represented.

How Does the Board Demonstrate Balance and Insight?

The Board considers that when demonstrating balance and insight on the Board the make up of the Board is more important than the number of independent Non-executive Directors on the Board. The Board of Robert Wiseman Dairies’ combines a broad range of skills and experience which ensures that there is always the necessary level of challenge in respect of executive performance. We are conscious of the need to give sufficient time for questions and debate in the boardroom so discussion does not get curtailed.

The governance committees carry out detailed independent oversight on behalf of the Board to ensure we have the appropriate processes in place for succession, remuneration and audit. The non-executives are provided access to the management team through presentations at Board and committee meetings and ad hoc meetings at their request.

The Company Secretary supports the members of the Board in carrying out their governance accountabilities.

On appointment to the Board, Directors are provided with a full, formal and tailored programme of induction to familiarise themselves with the Group’s businesses, the risks and strategic challenges the Group faces, and the economic, competition, legal and regulatory environments in which the Group operates.

How Does the Board Keep Fully Informed?

We have a comprehensive but efficient committee structure to help keep the Board fully informed.

In advance of all Board meetings the Directors are supplied with detailed papers covering the Group’s operating functions. Members of the executive management team attend and make presentations as appropriate at meetings of the Board. The Company Secretary is responsible to the Board for the timeliness and quality of information.

Directors can obtain independent professional advice at the Company’s expense in performance of their duties as Directors. All Directors have access to the advice and the services of the Company Secretary. In addition to these formal roles, the Non-executive Directors have access to senior management.

A programme of strategic and other reviews, together with other training provided during the year, ensures that Directors continually update their skills, their knowledge and familiarity with the Group’s businesses, and their awareness of sector, risk, regulatory, legal, financial and other developments to enable them to fulfil effectively their role on the Board and committees of the Board.

The committee chairmen report to the full Board on the outcomes of each meeting. With detailed work being delegated to the committees, it is essential that time is given to keeping all directors up to date and to give them opportunities to ask questions.

Board Effectiveness

Good governance is a matter of the Board working effectively as it goes about meeting its objectives and undertaking its responsibilities. To this end we annually undertake a review of both the Board and its governance committees. This matters to us – a strong Board makes a significant difference to a company’s ability to achieve its objectives.

For details of what the Board did during 2010/11 see the Corporate Governance Report in the 2011 Annual Report.

The terms of reference of the principal Committees of the Board - Audit, Remuneration and Nomination - are available below. Those terms of reference have been reviewed in the current year and are reviewed at least annually. The most recent report detailing the work carried out by the Audit and Nomination Committees in discharging their responsibilities is described within the Corporate Governance Report of the 2011 Annual Report. The work carried out by the Remuneration Committee is described within the Directors' Remuneration Report of the 2011 Annual Report.

Nomination Committee

Robert Wiseman (Chairman)
Norman L Murray
Ernest J Finch
Jack S Perry

The Committee leads the process for making appointments to the Board; ensures that there is a formal, rigorous and transparent procedure for the appointment of new Directors to the Board; reviews the composition of the Board through a full evaluation of the skills, knowledge and experience of Directors; and ensures plans are in place for an orderly succession for appointments to the Board, and to other senior executive management positions.

Audit Committee

Norman L Murray (Chairman)
Ernest J Finch
Jack S Perry

The Audit Committee consists entirely of Non-executive Directors who are considered to be independent by the Board and is chaired by Norman Murray who has recent and relevant financial experience. As can be seen from the Directors’ biographical details of this website, the other members of the Committee bring to it a wide range of appropriate experience. The Terms of Reference of the Committee include all matters indicated by the Combined Code.

Nomination Committee Terms of Reference
Audit Committee Terms of Reference
Remuneration Committee Terms of Reference

The Board has overall responsibility for the Group’s system of internal control and annually reviews its effectiveness, including a review of financial, operational, compliance and risk management controls. The implementation and maintenance of the risk management and internal control systems are the responsibility of the Executive Directors and other senior management. The system is designed to manage rather than eliminate the risk of failure to achieve business objectives and to provide reasonable, but not absolute, assurance against material misstatement or loss. The most recent report detailing the Internal Control system process and review work is described within the Corporate Governance Report of the 2011 Annual Report.