Our management structure allows us to respond quickly and effectively to individual business challenges and opportunities.
Our two senior decision making bodies are the Board of Directors, comprising three executive directors and five non-executive directors, four of whom are independent (at the date of this report), and the Group Executive Committee, consisting of our most senior Executives including those who sit on the Board. These possess a broad range of business, financial and international skills and experience, providing appropriate balance and diversity.
The Board has three main committees:
Our Board and Group Executive Committee also work with our specialist committees of Finance, Risk Management, Routine Business and SHE to set economic, environmental and social targets and KPIs. Sustainability plays a holistic role across all of these committees and our different business functions to ensure that the material areas of our business and key stakeholders are addressed as part of our sustainable business development.
More information about the responsibilities of the Board and main committees can be found in our Annual Report, whilst the Articles of Association are available in our Governance section.
The Board has ultimate responsibility for our strategy, but delegate’s authority to an Executive level sponsor or senior manager for specialist committees. These sponsors are responsible for localising and implementing strategy and delivering results.
The sponsors report directly to the Board, who provide challenge and guidance due to their experience with other businesses and industries. The Board also has time built in to its agenda programme to review progress against the agreed sustainability targets.
Each of our Executive Committee members has responsibility for a region or core function within the business and has established their own Regional and Business Boards.
An Executive sponsor chairs the Group Sustainability Steering Committee (GSSC). The GSSC is responsible for developing the sustainability strategy and targets, which are then presented to the Executive Committee and Board for approval. Once the sustainability targets are agreed and approved, implementation plans are discussed and developed and rolled out across our organisation, with quarterly reports being presented to our Executive Committee.
Our governance structure facilitates the continual evolution of our sustainability strategy and ensures sustainability is at the heart of our business.
Further information about the governance of our GSSC can be found in our Sustainability Report.
We recognise the importance of communicating with our shareholders. The Chairman, Executive Directors and other senior managers maintain regular contact with existing and potential shareholders to ensure our strategy and trading trends are clearly understood. During the year, numerous meetings were held with investors in the UK, USA, Europe and Asia, including face-to-face meetings, telephone and video conferences, and hosted site visits in all of these regions. The Chairman, Group Chief Executive and Group Finance Director ensure that shareholders’ views are communicated to the entire Board by giving feedback from shareholder meetings and brokers’ reports.
Each year we invite all of our shareholders to an Annual General Meeting (AGM) to ask questions relating to the agenda of the meeting, which customarily deals with our annual report and accounts, including the report on directors’ remuneration. In addition to this, UK company law provides statutory mechanisms for shareholders, requiring directors of companies to hold shareholder meetings and propose resolutions submitted by shareholders.
We believe that effective internal communication is vital to achieving our business objectives and that communication and consultation strengthen the relationship between management and employees. We promote a transparent and open way of working, and are committed to developing and improving the effectiveness of any communication and consultation processes.
The appropriate method of communication and/or consultation will be decided by the Company dependent upon the nature of the topic involved. Communication and consultations may take various forms that include, but are not limited to:
More information about our communication with shareholders can be found in our Annual Report
At the date of this report, our Board comprises the Chairman, the Group Chief Executive, the Group Finance Director and five non-executive directors, four of whom are independent.
The Board have a range of business, financial and international skills and experience. They represent the views and demands of all stakeholder groups and give valuable insights into economic, social and environmental issues due to their roles in other businesses and industries.
During 2017, no independent Non-Executive Director had served on the Board for more than nine years from the date of their first election, with the range between three years and eight and a half years. During 2017, there were six males on the Board and two females.
Further information about our Board of Directors can be found in our Annual Report.
Our Chairman is a non-executive director. The Chairman was independent on her appointment in 2015 but, as Chairman, is not classified as independent.
Further information about our Board of Directors can be found in our Annual Report.
At Croda, we comply with the provisions of the UK Corporate Governance Code (the “Code”) and our Board has ultimate responsibility for overall leadership of the company. At the date of this report, the Board comprises the Chairman, the Group Chief Executive, the Group Finance Director, Secretary to the Board and five very experienced non executive directors who represent a source of strong independent advice and judgement. The Chairman, Anita Frew, and the Senior Independent director, Nigel Turner, each have significant commercial experience and the Board’s understanding of the Group’s operations is enhanced by regular business presentations and site visits.
The Board supports the principles set out in the Code regarding Board appointments and agrees that having a diverse mix of skills, experience and backgrounds on the Board is very important. All members of the Board have full access to the Company Secretary for his advice and services. Where necessary, the directors may also take independent professional advice at the Company’s expense. Directors are granted an indemnity from the Company in respect of liabilities incurred as a result of their positions to the extent permitted by law. In addition the Company maintained directors’ and officers’ liability insurance cover throughout the year.
Further information can be found in our Annual Report.
The Board has ultimate responsibility for the overall leadership of the Company and in this role it assists in the development of a clear strategy for the Group, monitors operational and financial performance against agreed goals and objectives and ensures that appropriate controls and systems are in place to manage risk.
Training and briefings are available to all directors on appointment and subsequently, as appropriate, taking into account their existing experience, qualifications and skills. Directors receive a tailored induction programme based on their experience as a Director of a listed company and knowledge of the industry sector. This includes: time with the Company Secretary, members of the Executive Committee and other senior management across the business, meetings with advisers; visits to operations around the Group; and provision of current and historical information about the Company and the Group and specific details on duties of Directors. In order to build and increase the non-executive directors’ familiarity with, and understanding of, the Group’s people and businesses and the markets in which it operates, presentations from senior managers are made at Board meetings on a regular basis.
In addition to formal Board meetings, in 2017, the Directors attended offsite meetings to review the Group’s strategy and were present at the AGM. They also met with the Company’s financial and public relations advisers to discuss the feedback from investors and analysts on the Group’s annual results. The Chairman and Non-Executive Directors met together without the Executive Directors present.
The Chairman spends a considerable amount of time meeting with Steve Foots and the senior management team at the Company’s head office. This ensures that she is kept appraised of significant developments in the Company between Board meetings.
All Directors are involved in the Group’s Leadership Development Programme. This involves attending various sessions, and includes discussions on business strategy and leadership chaired by a Director, as well as interacting with employee course members in team building sessions or at dinners.
The Board visited our manufacturing site and sales office in Campinas, Brazil and Incotec’s Brazilian operation at Holambra.
During the year, all of the Non-Executive Directors (with the exception of Keith Layden) made additional overseas site visits, outside of the normal Board site visits. Anita Frew visited the Croda India manufacturing site in Thane and the Argentinian sales office, accompanied by Helena Ganczakowski on the latter visit. Helena also visited the Mevisa manufacturing site in southern Spain, accompanied by Steve Williams. Nigel Turner and Alan Ferguson visited Incotec’s headquarters and manufacturing site at Enkhuizen, in the Netherlands. The Non-Executive Directors discussed a wide range of topics with the local management teams, including process safety, innovation, business ethics, plant expansion plans and challenges and opportunities in each market.
As in previous years, members of the Executive Committee and other senior managers from across the Company attended Board dinners where the Board discussed topics relevant to the Business and its strategy. In addition, during the Board’s visit to Brazil, the Directors met informally with many of the Group’s employees. These interactions enhance the Board’s understanding of the Business and allow Directors to spend time with the Group’s senior managers and potential future leaders.
Remuneration of the executive members of the Board includes performance related aspects rewarding contribution to sustained increases in Company performance and value.
In line with the Association of British Insurers’ Guidelines on Responsible Investment Disclosure, the Remuneration Committee ensures that the incentive structure for executive directors and senior executive management will not raise environmental, social or governance (ESG) risks by inadvertently motivating irresponsible behaviour.
The Committee also has the discretion to take health, safety and environmental performance into consideration when determining the actual overall level of individual bonus payments and it may reduce the bonus awards if it considers it appropriate to do so.
Effective management of risks and opportunities is essential to the delivery of the Group’s financial and non-financial objectives, thereby ensuring that we deliver value to our shareholders, protect our reputation and continue to meet the requirements of good corporate governance.
The Board of Directors determines our overall risk appetite through a review of internal and external business and stakeholder needs. It also oversees the Group’s risk management and internal control systems, defines risks and monitors risk exposures and ensures that the nature and extent of the risks we take align with our strategic objectives.
We are committed to the effective management of all key risks identified and coordinate our global approach through our Risk Management Committee. Chaired by the Group Finance Director and comprising the regional Presidents, Group Financial Controller and Company Secretary, with the Vice President – Risk & Control in attendance.
Further details of our risk management processes can be found in our Annual Report.
The Board of Directors determines our overall risk appetite. It also oversees the Group’s risk management and internal control systems, defines risks and monitors risk exposures and ensures that the nature and extent of the risks we take align with our strategic objectives (of which one is: investing in a sustainable future).
The Audit Committee supports the Board in risk mitigation by approving and directing our internal audit team plans to perform assurance audits over controls in key risk areas, and in reviewing the findings. It also monitors the effectiveness of risk management and internal control systems and reviews the reliance placed by management on mitigating controls, including internal and external assurance.
Our safety, health, environmental and quality (SHEQ) risks, which are closely aligned to a number of our Material Areas are reviewed and considered by a dedicated Executive level committee. This meets quarterly to consider the results of assurance audits over SHEQ controls and to monitor defined and agreed key performance indicators. The Committee reports half yearly to the Board.
The Risk Management Committee meets quarterly and reports directly to the Board. The Group SHEQ steering committee meets quarterly to monitor progress against the Group safety, health, environment and quality objectives and targets, review safety performance and audits, and determine the requirement for new or revised SHEQ policies, procedures and objectives.
The Board receive a draft of the Annual Report and Accounts and Sustainability Report and each member reviews the documents and provides detailed feedback. They then receive a final copy of the two reports to approve before printing and mailing commences.
Internal audit report grading includes a colour coded score for individual issues and the overall report for the location visited. High risk reports are escalated to the Audit Committee Chairman as they arise, and high risk issues are escalated to the Executive Committee. All reports are presented to the Audit Committee as they are completed at the quarterly meetings.
The Remuneration Committee, which consists of all non-executive directors, reviews and approves the annual salaries, incentive arrangements (including setting performance targets and payments/vesting events), service agreements and other employment conditions of the Executive Directors and certain members of the senior executive management team designated by the Board. The Committee has delegated responsibility for setting the remuneration of the Chairman.
The Committee invites individuals to attend meetings to ensure that decisions are informed and take account of pay and conditions in the wider Group.
During 2017, invitees included other Directors and employees of the Group and the Committee’s advisers, including Steve Foots (Group Chief Executive), Jez Maiden (Group Finance Director), Keith Layden (Non-Executive Director), Tracy Sheedy (Group HR Director) and Tom Brophy (Group General Counsel and Company Secretary).
Korn Ferry Hay Group was retained as the appointed adviser to the Committee until October 2017 to provide independent advice on remuneration policy and practice. During the summer of 2017, the Committee conducted a tendering process inviting a long list of members of the Remuneration Consulting Group (RCG) to participate in the pre-tender process. From this process, four firms were invited to present to a sub-group of the committee and Deloitte were selected to be the new advisers from October 2017.
Korn Ferry Hay group did not have any connection with the Group other than in providing advice in relation to Executive remuneration and Non-Executive fees. Deloitte also provided overseas tax and legal advisory services. Both Deloitte and Korn Ferry Hay Group are signatories to the Remuneration Consultants Group Code of Conduct.
The Committee regularly reviews the external adviser relationship and is comfortable that the advice it is receiving remains objective and independent.
More information about the Remuneration Committee and our Remuneration Report can be found on pages 61-77 of our 2017 Annual Report.
The Remuneration Committee considers shareholder feedback received in relation to the AGM each year and guidance from shareholder representative bodies more generally. This feedback, plus any additional feedback received during any meetings held with shareholders from time to time, is then considered as part of the Committee’s ongoing review of remuneration policy.
In line with current market practice, we do not actively consult with employees on Executive remuneration. We have a diverse workforce operating globally in 37 different countries, with various local pay practices, which hinders effective consultation and so the Group Human Resources Director updates the Committee periodically on feedback received on remuneration practices across the Group. The Committee takes due account of remuneration structures elsewhere in the Group when setting pay for the Executive Directors (for example, consideration is given to the overall salary increase budget and the incentive structures that operate across the Group).