The Board comprises the Non-Executive Chairman Keith Hellawell, the Deputy Chairman Mike Ashley, two Executive Directors, and four Non-Executive Directors.
The Non-Executive Chairman, Keith Hellawell and the Non-Executive Directors are considered by the Board to be independent. Charlie McCreevy and Claire Jenkins were considered on appointment to meet the independence criteria as set out in paragraph A.3.1 of the Code and continue with their existing commitments. The Board considers that an independent Director is one who is independent in character and judgement, and where there are no circumstances that are likely to affect, or could appear to affect, his or her judgement. Relationships or circumstances that could affect judgement include having been an employee of the Company or of any Group company during the past five years, having had a material business relationship or having been a partner, shareholder, Director or senior employee of a body with a material business relationship with the Company or any Group company in the past three years, receiving remuneration from the Company other than Directors’ fees, participating in any share option or bonus schemes or in a Company pension scheme, having had close family ties with any of the Company’s advisors, Directors or senior employees, having cross Directorships or significant links with any other Director, representing a significant shareholder, or serving on the Board for more than nine years. Claire Jenkins had been a consultant for the Company on an ad hoc basis for approximately fifteen days each year between 2007 and 2010, notwithstanding this involvement the Board still believes that she is independent in character and judgement.
Simon Bentley is the Senior Independent Non-Executive Director and is available to shareholders if they have concerns which have failed to be resolved through the normal channels of Chairman, Executive Deputy Chairman, Chief Executive, or Group Finance Director, or for which such channels are inappropriate.
Given the structure of the Board, the fact that the Chairman and Chief Executive roles are fulfilled by two separate individuals and the terms of the Relationship Agreement with Mike Ashley, the Board believes that no individual or small group of individuals can dominate the Board’s decision making.
Executive Directors normally retire on reaching the age determined by the Board from time to time as the retirement age for Executive Directors.
Non-Executive Directors are appointed for an initial term of three years from the Annual General Meeting following their joining of the Board, and, subject to performance, there is an expectation of reappointment for a further period of three years. Exceptionally a Non-Executive Director may be invited to serve for a further and final three year term. Non-Executive Directors’ fees are determined by the Board in the absence of the Non-Executive Directors other than the Chairman.
All Directors appointed by the Board are appointed after consideration of the recommendations of the Nomination Committee, and those so appointed must stand for reappointment at the following Annual General Meeting.
The Chairman will, when proposing the reappointment of a Director, confirm that following formal performance evaluation, the Director’s performance continues to be effective and he or she continues to demonstrate commitment to the role