The Board’s primary responsibility is to promote the long-term
success of the Company and deliver sustainable shareholder
value. The Board has ultimate responsibility for the management,
direction and performance of the Company, and leads and controls
the Company’s business. The Board is also responsible for ensuring
appropriate resources are in place to achieve its strategy and deliver
sustainable performance. Through authorities delegated to its
committees, the Board directs and reviews Kingfisher’s operations
within an agreed framework of controls, allowing risk to be assessed
and managed within agreed parameters. The Board is collectively
accountable to the Company’s shareholders for the proper
conduct and success of the business.
The Board’s powers are set out in the Company’s articles of
association, which are available to view on our website, and
may be amended by a special resolution of its members.
The Board has established a formal schedule of matters reserved
for its approval, and has delegated other specific responsibilities to
its principal committees: the Audit, Remuneration and Nomination
committees. These are clearly defined within the matters reserved
schedule and written terms of reference of the respective committees,
which are available on the Company’s website, and are regularly
reviewed. The structure of the Board and executive committees
and sub-committees are summarised in the graphic on page 44.
Information on the responsibilities and work of each of the
Board’s committees is set out on pages 46 to 75.
During the year, as part of its annual review process, the matters
reserved for the Board were reviewed and where necessary amended
to reflect best practice. The schedule of matters reserved for the Board
includes the consideration and approval of:
- the Company’s overall strategy, medium-term plans and
- financial statements and Company dividend policy, including
recommendation of the final dividend;
- major acquisitions, disposals and capital expenditure;
- major changes to the capital structure including tax and
- major changes to accounting policies or practices;
- the Company’s corporate governance and compliance arrangements;
- the system of internal control and risk management policy;
- the Company’s risk appetite statements;
- review of management development strategy; and
- the appointment or removal of the Company Secretary.
Composition of the Board
During the year, the Board was made up of the Chairman, executive
directors and a majority of non-executive directors. The structure,
size and composition of the Board is regularly reviewed to ensure it
remains suitable for the needs of the business. The current balance of
the Board’s skills, experience, independence and knowledge, together
with regular briefings by executives below Board level, ensures that
views, perceptions and discussions are not dominated by any one
There is an established, formal, rigorous and transparent procedure for
the selection and appointment of new directors to the Board, and this
is described in the Nomination Committee report on page 50. At the
Annual General Meeting (AGM) to be held on 15 June 2016,
shareholders will be asked to approve the appointment of Rakhi Goss-
Custard and the re-appointment of all other directors.
Each year the Board conducts a review of its performance and
effectiveness, and that of its committees and individual directors.
The evaluation was conducted in December 2015 by way of an
externally facilitated questionnaire followed by a series of one-to-one
interviews between each director and the Chairman. The Board
questionnaire was developed with reference to the topics discussed
and recommendations made during the previous year’s evaluation,
and drafted following discussions between the Chairman, the
Company Secretary and the external facilitator, Lintstock. Responses
to the questionnaire were collated and the output was used by
the Chairman in his individual meetings with directors as part of
the evaluation process. The main areas considered during the
- Board composition and expertise;
- Board dynamics;
- time management;
- Board support;
- development of recent strategy work;
- risk management and internal control;
- succession planning and human resource management; and
- priorities for change.
The results of the evaluation were considered by the Board at
its meeting in January 2016. No significant issues were highlighted
and the review indicated that the Board, its committees, the Chairman
and each of the directors continued to work efficiently and effectively.
The contribution and commitment of each director, and their
interaction with each other, remained good, and the challenge
offered by the non-executive directors was robust and appropriate.
The non-executive directors, led by the SID, also conducted a
performance review of the Chairman, taking into account the
views of the executive directors.
The Board has confirmed that the contribution of each of the directors
continues to be effective and that shareholders should be supportive
of their re-appointment to the Board.
Also during the evaluation, in considering composition and expertise,
Board members noted the further enhancement of the Board’s digital
retail experience through the appointment of Rakhi Goss-Custard as
a non-executive director.
During the year, the Board also participated in a separate Board
Meeting Management and Information Review. The review included
one to one meetings between the Company Secretary and each
director. The aim of the review was to better understand the views
of Board members and other stakeholders in respect of the type,
quality, quantity and frequency of information the Board receives
to carry out their duties, and to consider the time allocation and
prioritisation of agenda items.
As a result of both the evaluation and the management and
information review, the Board agreed to undertake the following
activities during the 2016/17 financial year:
- re-prioritise and keep the forward business agenda under review
to ensure that there is sufficient time to focus on key programmes
and initiatives, in particular the delivery of, and risks to, the
transformation programme and the five year plan;
- keep under review the reporting of the key performance indicators
of the transformation plan to ensure the Board has good visibility of
data and information to oversee execution of the plan; and
- renew focus on succession planning and talent management,
with the support of the Chief People Officer.
The Board will continue to review its procedures, effectiveness and
development in the year ahead, and the Chairman will use the output
of the Board evaluation in his individual meetings with the directors
during the year.
Induction, information and professional development
The Kingfisher directors’ induction programme is designed to
develop a director’s knowledge and understanding of the Company’s
operations and culture. The comprehensive tailored programme to
meet each director’s specific requirements is phased to allow
feedback and further customisation of the meetings and
The induction programme created for Rakhi Goss-Custard includes:
- individual one-to-one meetings with the Chairman, the Chief
Executive Officer, the Chief Financial Officer and all other directors;
- meetings with management of the Operating Companies and other
key senior managers across the Company;
- site visits to the Company’s stores;
- briefing sessions on the activities of the committees to which she
has been appointed;
- an online resource site of key reference materials to support
If required, external training courses will be provided at the
Subsequent training in specific aspects of the Company’s businesses
is provided to directors when requested and regularly as part of
site visits. Directors are briefed on issues at Board and committee
meetings, for example receiving briefings on cyber risks, and relevant
commercial, legal and regulatory developments. All directors have full
and timely access to relevant information ahead of each meeting.
In accordance with best practice, the Chairman considers and
addresses the development needs of the Board as a whole, if any,
and ensures that each director updates their individual skills,
knowledge and expertise.
The Board also receives regular reports and feedback from
discussions with the Company’s institutional shareholders and is
informed of any issues or concerns raised by them. This process
allows directors to develop necessary understanding of the views
of these shareholders and also enables the Board to judge whether
investors have a sufficient understanding of the Company’s objectives.
In addition to planned development and briefings, each director is
expected to take responsibility for identifying their own individual
needs and to take necessary steps to ensure that they are adequately
informed about the Company and their responsibilities as a director.
The Board is confident that all its members have the requisite
knowledge, ability and experience to perform the functions required
of the directors of a listed company. There is also an agreed procedure
whereby directors may take independent professional advice at
the Company’s expense in the furtherance of their duties.
Conflicts of interest
The Company has robust procedures in place to identify, authorise
and manage potential or actual conflicts of interest, and these
procedures have operated effectively during the year. Following
review of the register of directors’ situational and transactional
conflicts, the Board confirmed that there were no situations of which
they were aware which would, or potentially could, give rise to conflicts
with the interests of the Company, other than those that might arise
from directors’ other appointments, which are set out in the directors’ biographies.