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The directors' attendance record at the scheduled board meetings and board committee meetings for the year ended 25 March 2023 is shown in the table below.
Meetings were held at the Group's offices in Dalton and York, 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, in the interests of sustainability and efficiency.
In addition to regular scheduled board and board committee meetings, the board undertakes an annual strategy away day each year in December. 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.
This year, in February, the whole Board undertook a four-day visit to India. During a busy week the Board spent time with JSSL managers in Mumbai, Bellary and Hyderabad getting to know more about the dynamics of the business as well as touring the production facility and visiting construction sites. Time was also spent with some key JSSL clients and with our joint venture partner JSW. These activities helped inform strategy discussions to take advantage of the clear growth opportunities in India.
During the financial year, the board discussed and implemented the following key actions:
April 2022
Meeting Severfield (NI)'s management team and undertaking factory tour at Ballinamallard
Reviewed the statement of compliance in accordance with the Modern Slavery Act
Reviewed and approved the Group's pre-close trading statement issued on 20 April 2022
Reviewed and approved proposed AGM arrangements for 2023
Reviewed proposals for capital expenditure for 2023
June 2022 2 meetings
Received feedback from the chairman of the nomination committee on the board evaluation undertaken by the senior independent director
Presentation on the commercial and industrial division from the divisional managing director Rob Evans
Reviewed and approved annual report and accounts and results announcement for the year ended 26 March 2022
Reviewed and approved proposed payment of a final dividend for the year ended 26 March 2022
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
Reviewed and approved proposed auditor fees for the year ended 25 March 2023
Reviewed and approved the final budget for the year
Reviewed and approved a large tender over £50m
Reviewed and approved proposed increase in the limit under the Group authorisation policy for approval by the Board of UK tenders due to steel price inflation
Reviewed and approved AGM notice
July 2022
Reviewed first quarterly forecast for the year ended 25 March 2023
Reviewed feedback on year-end results for the year ended 26 March 2022
Received an update on the Atlas Ward pension scheme valuation
September 2022
Reviewed and approved the Group's AGM trading statement issued on 8 September 2022
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 and approved proposed appointment of Mark Pegler as a non-executive director and approved the relevant RNS announcing the appointment
Reviewed and approved proposed board and board committee calendar of meetings for financial year ending 30 March 2024
Received an update on cyber risk from the Group's IT director, Richard Davies
Reviewed a paper on the Group's energy costs
October 2022
Site visit and factory tour at Carnaby, home of Severfield Infrastructure Limited, and a presentation on the nuclear & infrastructure division from divisional managing director Jim Martindale
November 2022 2 meetings
Site visit and factory tour at Dalton and management briefings from the Group manufacturing director Mike Mannion and from the Group HR director Sam Brook
Reviewed and approved half year results for the year ended 25 March 2023
Approved interim dividend for the year ended 25 March 2023
Reviewed second quarterly forecast for the year ended 25 March 2023
Approval for proceeding with due diligence on the Voortman acquisition
December 2022
Off-site strategy day
January 2023
Approval for completing the Voortman acquisition
Reviewed investor feedback on interim results for the year ended 25 March 2023
Received an update on a recent cyber disaster recovery test exercise undertaken by management with insurers
Reviewed and approved proposed increase in the limit under the Group authorisation policy for approval of JSSL tenders by the Board due to steel price inflation
Reviewed and approved a proposal to undertake an externally facilitated board effectiveness review
February 2023
Board visit to India
March 2023
Visited the Everton new stadium development project and received briefings from the project team and met with our client Laing O'Rourke's project director
Approved the budget for the year end 30 March 2024
Reviewed and approved the Group's pre-close trading statement issued on 27th March 2023
Reviewed the register of directors' interests in shares
Reviewed proposed pay review of the wider workforce