Strategic report Governance Financial statements Other information CORPORATE GOVERNANCE REPORT CONTINUED Outside of the scheduled Board cycles, the Board may meet to The Board considers that each of Andrea Blance, Moni Mannings, Composition, succession and evaluation discuss or otherwise consider and approve matters on an ad hoc Penny James, Dan Olley, Roger Perkin, and John Troiano are Board composition, balance and diversity basis, such as appointments to the Board and other senior independent. The Board further considers that each of the following The Nomination Committee regularly reviews the size, structure positions within the Group, or other material and time critical were independent until their resignations: Fiona Clutterbuck and composition of the Board and its Committees to ensure an matters. Due to government restrictions arising as a result of (resigned 8 October 2020), Stephen Robertson (resigned 8 appropriate and diverse mix of skills, experience, knowledge, COVID-19 the Board has been meeting remotely throughout the October 2020), and Shirley Garrood (resigned 31 December 2020). backgrounds and personal strengths. The Non-Executive period under review. The Board does not consider that these In each case when assessed against the criteria set out in the Directors have strong and relevant experience across all aspects of alternative arrangements have had any impact on its ability to Code. Adrian Collins is not considered independent because he is financial services and the Board as a whole is considered to have an operate effectively and discharge its obligations. The Non- appointed by a major shareholder. Throughout the period under appropriate balance of skills and experience for the requirements Executive Directors also meet periodically without the Executive review, the Board has therefore satisfied the Code requirement of the Group’s business. Directors present. During the period under review such sessions that at least half of the Board, excluding the Chair, comprises Diverse pools of candidates are considered for vacancies and in have been held during the majority of Board meetings, as well as Non-Executive Directors determined to be independent. succession planning, and any appointments are based on merit informal meetings by video conference, and more recently in The Board considers that each of the Non-Executive Directors and objective criteria. Further details on the Group’s approach to person events. has sufficient time to meet their responsibilities both to the Board diversity and inclusion when considering Board appointments and The Board also met with members of the Group Executive and any Committees of which they are a member. Board members succession planning, and how the approach promotes diversity Committee and other senior management during the period under are required to disclose significant time commitments prior to of gender, social and ethnic backgrounds, cognitive and personal review, including a virtual drinks event with the Group Executive their appointment, and candidates’ existing time commitments strengths, can be found in the Nomination Committee report Committee and a dedicated virtual ‘away day’ to consider in detail are taken into account by the Board when considering on pages 114 to 120. how client outcomes should evolve given the Group’s strategy new appointments. for growth. There have also been a number of strategy ‘drop in’ Directors are required to consult the Board prior to undertaking sessions during the year for the Board with members of the Group any additional external appointments. Executive Committee covering items including: technology; client; service and growth. The independence and time commitments of the Non-Executive Board independence and time commitments Directors are kept under review by the Nomination Committee. The structure, size and composition of the Board is regularly Details of its oversight of these matters can be found on page 120. reviewed to ensure that the balance between Executive and Neither of the Executive Directors currently holds any significant Non-Executive Directors allows it to exercise objectivity and that external appointments. no individual or small group of individuals dominates decision making. Each of the Non-Executive Directors is considered to be of sufficient calibre and experience to bring significant influence to decision making. On her appointment as Chair, Deanna Oppenheimer satisfied the independence criteria set out in the Code. 77 Hargreaves Lansdown Report and Financial Statements 2021