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.
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.
Non-Executive Chairman 14.3%
Non-Executive Directors 57.1%
Executive Directors 28.6%
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.
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.
Joined: 5 May 2016
Joined: 1 January 2013
Joined: 13 June 1997
Joined: 1 December 2016
Joined: 1 November 2012
Joined: 1 February 2013
Joined: 30 October 2019
Joined: 1 March 2020
Joined: 1 February 2019
† 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.
1. Non-Executive Chairman
- Leads the Board in the determination of Group strategy and achievement of its objectives.
- Drives the effectiveness of the Board in all aspects of its role.
- Facilitates the effective contribution of the Non-Executive Directors, enabling all decisions to be subject to constructive debate and supported by sound decision making processes.
- Arranges for shareholder views to be brought to the attention of the Board.
2. Chief Executive Officer
- Manages day-to-day operations of the Group and leads the Senior Executive Team (SET).
- Drives performance and results of the Group.
- Proposes strategy.
- Executes strategy agreed by the Board.
3. Chief Financial Officer
- Responsible for financial planning and reporting for the Group.
- Manages financial risk.
- Develops and executes the strategic plan in conjunction with the Chief Executive Officer.
- Secures funding as required.
4. Managing Director Dechra Veterinary Products (DVP) EU
- Management of the segment which contributes the majority of Group revenue.
- Nominated Director for health, safety and environmental matters.
- Development and execution of strategy in the EU.
- Leads the development and implementation of the business strategy.
- Manage day-to-day operations of respective functions.
6. Employee Engagement Director
- Gathers and understands the views of the workforce.
- Enables the voice of the workforce to be heard in the boardroom.
- Advises the Board on matters of procedure and governance.
- Provides all required information to the Board on a timely basis.
- Enables information flows between the SET, the Board and its Committees.
- Provides support to the Chairman and Non-Executive Directors.
- Responsible for compliance with relevant statutory and regulatory requirements.
8. Non-Executive Director
All of the Non-Executive Directors:
- are considered independent;
- are free of any business or other relationship which could materially interfere with, or compromise, their ability to exercise independent judgement;
- are considered to have a breadth of experience which adds value to the decision making of the Board as well as the formulation and progression of the Dechra strategy;
- provide an independent and constructive challenge; and
- evaluate strategy and risks.
9. Senior Independent Director
- Provides a sounding board for the Chairman and is available to shareholders if they have concerns that have failed to be resolved through the normal channels.
- Leads the annual evaluation of the performance of the Chairman by the Non-Executive Directors.
- Chairs the Nomination Committee when it is considering the succession of the Chairman.
The Dechra Board
|Strategy and performance||Bi-annual strategy review. Strategic decisions are made after reports and recommendations are received from management on markets, potential growth areas including acquisitions, product development and risk analysis, including execution risks|
|Risk management and internal controls||Ongoing review of key risks and material internal control processes. Review of stress tests on the Group's forecasts to support the viability statement. Receipt of Audit Committee reports on the risk management process and internal controls|
|Oversight of the Group's operations||Approval of the annual budget and capital expenditure projects. Site visits to factories and offices in the UK and abroad. Review progress through Group and business unit reports and detailed financial result reports|
|Governance||Receive governance reviews from external advisers, the Company Secretary and internal audit. Review of Board skills, performance, composition and succession planning. Approval of Annual and Half-Year Reports|
- To review and oversee the Group's financial and narrative reporting processes and to monitor the integrity of the financial statements, and advises the Board on whether the Annual Report, taken as a whole, is fair, balanced and understandable.
- To review the effectiveness of the Group's internal financial control systems as described on
Internal Controls and Risk Management and the work of the internal audit function.
- To oversee the relationship with, and review the effectiveness of, the external auditor, monitor their independence and objectivity, and set the policy for non-audit work.
- To review and approve the significant accounting policies.
- To determine the policy for remuneration and setting the remuneration of the Company's Chairman, Executive Directors and Senior Executive Team.
- To establish remuneration schemes that promote long term shareholding by Executive Directors.
- To design remuneration policies and practices to support strategy and promote long term sustainable success.
- To review the design of all share incentive plans.
- To oversee any major changes in employee benefit structures.
- To review workforce remuneration and related policies.
- To develop and maintain adequate procedures, systems and controls to comply with the Company's obligations regarding identification and disclosure of inside information.
- To verify that all significant regulatory announcements and other documents issued comply with applicable requirements.
- To oversee the development of a diverse pipeline and to satisfy itself that plans are in place for orderly succession.
- To recommend appointments to the Board.
- To review the results of the performance evaluation of the Board, its individual members and its Committees.
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
- 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
Customers People Shareholders Suppliers
7 September 2020