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Board meetings

The directors' attendance record at the scheduled board meetings and board committee meetings for the year ended 26 March 2022 is shown in the table below.

BoardAudit
committee
Remuneration
committee
Nominations committee
Total number of meetings11363
Executive directors
Alan Dunsmore11
Ian Cochrane11
Derek Randall11
Adam Semple11
Non-executive directors
Kevin Whiteman11163
Tony Osbaldiston11363
Alun Griffiths11363
Louise Hardy11363
Rosie Toogood28222
  1. As chairman, Kevin Whiteman is not a member of the audit committee but has attended meetings as a guest.
  2. Rosie Toogood was appointed to the board on 16 June 2021 and attended all board and committee meetings held since that date.

Meetings were held at the Group's head office in Dalton, North Yorkshire, but also at various locations in London, and at the offices of the Group's other operating subsidiaries to provide non-executive directors the opportunity to increase their knowledge and understanding of the Group's operations. During the year, some of these meetings were held remotely by video conference, either due to COVID restrictions or in the interests of sustainability and efficiency.

Board strategy review

In addition to regular scheduled board and board committee meetings, the board undertakes an annual strategy away day each year. The agenda for the strategy away day is agreed in advance, including specific strategic issues which have been raised at previous board meetings or requested by the board.

Board meetings for the current year

During the financial year, the board discussed and implemented the following key actions:

April 2021

  • Business briefing from Severfield (UK)'s commercial director on commercial management
  • Reviewed the statement of compliance in accordance with the Modern Slavery Act
  • Reviewed and approved updated terms of reference for the audit and nominations committees
  • Reviewed and approved the Group's pre-close trading statement issued on 22 April 2021
  • Reviewed and approved proposed auditor fees for the year ended 26 March 2021
  • Reviewed and approved a proposed increase in non-executive director fees effective from 1 April 2021

June 2021 2 meetings

  • Received feedback from the chairman of the nominations committee on the board evaluation undertaken by the senior independent director
  • Presentation on the Group's approach to sustainability and carbon reduction by the Group SHE director
  • Reviewed and agreed proposed Group's strategic supply arrangements
  • Reviewed and approved proposed appointment of Rosie Toogood as a non-executive director and approved the relevant RNS announcing the appointment
  • Reviewed and approved annual report and accounts and results announcement for the year ended 27 March 2021
  • Reviewed and approved proposed payment of a final dividend for the year ended 27 March 2021
  • Assessed going concern and longer-term viability of the Group and reviewed the effectiveness of internal controls
  • Approved the launch of a new savings plan under the rules of the Severfield Sharesave Scheme and the relevant share options that would be granted as a result

July 2021

  • Reviewed first quarterly forecast for the year ended 26 March 2022
  • Reviewed feedback on year-end results for the year ended 27 March 2021
  • Reviewed a detailed paper on the Group's cash strategy
  • Reviewed and approved a paper recommending that, due to the impact of the COVID-19 pandemic, attendance at the 2021 AGM would be restricted to shareholders who had pre-registered to attend and offering shareholders the opportunity to ask questions in advance of the meeting
  • Reviewed and approved AGM notice
  • Reviewed and approved proposed board and board committee calendar of meetings for financial year ending 25 March 2023

September 2021 2 meetings

  • Reviewed and approved management's proposed approach to the 2021 pay review
  • Reviewed and approved the Group's AGM trading statement issued on 1 September 2021
  • Reviewed and approved an update to the Company's conflicts of interest policy, received annual statements of compliance from directors and approved related parties list and conflicts of interest disclosed
  • Reviewed a paper summarising investor representatives' comments ahead of the AGM
  • Reviewed a paper on the proposed refinancing

November 2021 2 meetings

  • Site visit and factory tour at Sherburn and management briefing from Severfield (Products & Processing) by way of general business update
  • Presentation on HR strategy from the Group HR director
  • Management briefing from Severfield Europe's managing director on opportunities in Europe
  • Reviewed and approved half year results for the year ended 26 March 2022
  • Approved interim dividend for the year ended 26 March 2022
  • Reviewed second quarterly forecast for the year ended 26 March 2022
  • Reviewed and approved a refinancing proposal to extend the Group's revolving credit facility from £25m to £50m and to extend its term to December 2026

December 2021

  • Off-site strategy day

January 2022

  • Site visit and factory tour at Harry Peers in Bolton and briefing from Harry Peers' senior management team on opportunities in the nuclear sector
  • Reviewed investor feedback on interim results for the year ended 26 March 2022

March 2022 2 meetings

  • Site visit and factory tour at Dalton
  • Site visit and factory tour at Lostock and briefing from Severfield (UK)'s managing director on bridge projects
  • Reviewed third quarterly forecast for the year ended 26 March 2022
  • Management briefing on organisational evolution from CEO and Group HR director
  • Agreed scope and content of board and chairman evaluation
  • Noted the register of directors' interests in shares
  • Reviewed and approved the budget for the year ending 25 March 2023
  • Reviewed and approved proposed appointment of Liberum Capital as joint broker with Jefferies