Division of Responsibilities

The Board oversees the effective delivery of our strategy which is developed and implemented by the SET. Further details of the Board and SET can be found on Board and Senior Executive Team.

Board Membership

Details of the Directors together with details of their respective Committee membership, skills and experience, backgrounds and external appointments can be found on Board of Directors. As detailed in the pie chart below, the Board consists of one Non-Executive Chairman, five independent Non-Executive Directors and three Executive Directors. Therefore, in line with the Code, at least half the Board, excluding the Chairman, is determined by the Company to be independent.

The Chairman was deemed independent on appointment in accordance with provision 10 of the Code.

 

The Board has determined, following the results of internal board evaluation, that the Non-Executive Directors have sufficient time to meet their Board responsibilities and any proposed new appointments are disclosed to the Board, for their approval, to assess whether there are any conflicts of interest or time.

The Board has formally delegated specific responsibilities to Committees, namely the Audit, Remuneration, Nomination and Disclosure Committees. The Disclosure Committee members are the Chief Executive Officer, the Chief Financial Officer, the Corporate Development Director and the Company Secretary. The full terms of reference for each of these Committees are available on the Company's website (www.dechra.com) or on request from the Company Secretary. Other matters have been delegated to the SET and other committees such as the Data Protection Committee, Strategic Portfolio Prioritisation Committee and Treasury Committee.

The SET is led by the Chief Executive Officer and is comprised of the three Executive Directors and the Business Directors responsible for leading each of the Group's key functions. The SET is scheduled to meet formally four times a year to discuss the implementation of the strategy, share best practice and provide updates on their business or function as well as sharing market trends which impact the business.

However, during the height of the COVID-19 pandemic it met weekly to discuss the impact of the pandemic on the business, in relation to suppliers and customers, and received reports from the Corona Committee, which was established to implement policies and procedures for the safety of our employees. The Board was provided with regular updates.

Board Meetings

The Board is scheduled to meet seven times per year. During the year four additional meetings were held to discuss the proposed acquisition of the Osurnia and Mirataz products, the appointment of an Executive Director and the equity placing. Attendance at the Board meetings during the year to 30 June 2020 is set out in the table below.

Where Directors cannot attend a meeting, the Board papers are still provided allowing the Director to raise any queries or discussion points through the Chairman. Both Tony Rice and Lisa Bright were unable to attend one ad hoc short notice meeting each; however, prior to the meeting they submitted questions and comments on the subject matter in question.

The Non-Executive Directors normally meet informally before every meeting; however since March, due to the pandemic, this has not been possible. They also met once with the SET on an informal basis during the year.

Tony Rice Joined: 5 May 2016	10 11		Julian Heslop Joined: 1 January 2013	11 11
Ian Page Joined: 13 June 1997	11 11		Lawson Macartney Joined: 1 December 2016	11 11
Tony Griffin Joined: 1 November 2012	11 11		Ishbel Macpherson Joined: 1 February 2013	11 11
Paul Sandland Joined: 30 October 2019	9† 9		Alison Platt Joined: 1 March 2020	5‡ 5
Lisa Bright Joined: 1 February 2019	10 11

† Paul Sandland attended all meetings since his appointment as an Executive Director, however, he was present at the two other meetings held during the year as an invitee.

‡Alison Platt has attended all meetings since her appointment.

Should Directors have concerns of any nature, which cannot be resolved within the Board meeting, they have the right to have their view recorded in the minutes.

In the months where there is no Board meeting scheduled, an update is provided on the business. In addition, arrangements are in place should Board approval be required outside of the scheduled meeting dates.

Board Activities

At each meeting the Board receives trading, financial and strategic updates from the Chief Executive Officer and Chief Financial Officer. During the year each SET member will present to the Board, providing the Board the opportunity to take a deep dive into the operations and strategic plans of the respective businesses, as well as reviewing their specific risks. In addition to its routine business, the table below details the other matters discussed during the year and the respective key stakeholders affected.

Topic	Key activities and discussions in 2019/2020	Stakeholder
Strategy and performance	Interim and full Strategy Review Approval of five year plan Bi-annual update on product pipeline and product development Various acquisition and licensing agreements approvals, including the acquisition of Ampharmco LLC, the increased investment in Medical Ethics Pty Ltd and acquisition of the Mirataz and Osurnia products Financing update and Share Placing
Risk management and internal controls	Approval of Half Year and Full Year principal risks and emerging risks Presentations from the SET on their respective risks Risk Assessment Review and Viability Statement review Review of Schedule of Matters and Delegation of Authority
Governance	Review of Disclosure Terms of Reference Review of 2020 Internal Board Evaluation Approval of 2020 Half-Yearly Results and interim dividend Approval of 2020 Full Year Results and final dividend recommendation Approval of Non-Executive Director appointment and Committee membership Approval of Executive Director appointment Review of the bi-annual Health and Safety Report Review of Modern Slavery Statement Review of How To Raise Concern Policy and Reports Approval of revised Articles of Association Employee Engagement update
Oversight of the Group's operations	Functional presentations from the SET and Head of Legal Report from Group Quality Director Approval of the 2020/2021 budget and capital expenditure projects Review of the people strategy and employee engagement Approval of API Contracts Approval of Leases COVID-19 Update Review of the Group's ESG strategy

Key

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