Annual Report and Accounts 2014

 

Chairman’s Introduction

Dear Shareholder,

On behalf of the Board of DCC, I am happy to report full compliance with the 2012 UK Corporate Governance Code (‘the Code’). We believe that we have robust systems of governance and that they are well applied.

The Board sets clear expectations for conduct across the whole business. At the heart of these expectations are three unambiguous principles:

  • do the right thing
  • be honest and open
  • deal with difficult issues and work as a team to resolve them.

We keep a close watch on developing best practice in corporate governance and take every opportunity to get feedback from our shareholders on their expectations of us in our approach to governance. We are early adopters of emerging practice where we believe it will enhance transparency and improve our long term business performance.

The concept of the unitary Board is fundamental to the way we operate, but open debate is the order of the day. The non-executive Directors constructively challenge the management team on strategic and key operational performance issues and on matters related to ensuring that the organisation remains fit for purpose as we grow.

Board Membership, Board Diversity and Board Effectiveness+-

We have a balanced, diverse and experienced Board. Dr. Pamela Kirby joined the Board on 3 September 2013 and brought to us substantial senior management and non-executive director experience in UK, European and US business development, especially in the healthcare sector. The ‘Women on Boards Davies Review Annual Report 2014’ lists DCC as one of only 17 FTSE 250 companies with three or more women on their boards.

Earlier in 2014, David Byrne, the Deputy Chairman and Senior Independent Director, and I facilitated an internal evaluation of the effectiveness of the DCC Board, which covered individual and collective effectiveness and efficiency and dealt with Board committees as well as the Board as a whole. The results of actions implemented following recent evaluations are showing that the significantly greater diversity of experience and expertise brought to the table as a result of new Board appointments over the past six years is paying dividends, in terms of the quality of Board discussion and its decision-making. As was the case last year, the 2014 review generated a number of worthwhile suggestions for improvement in the way we operate, which we have agreed to address over the balance of this financial year. The comparable list from last year’s evaluation was substantially implemented. Next year, we will again commission a leading independent Board evaluation firm to facilitate the evaluation, as we did in 2012, in accordance with the Code provision.

The non-executive Directors made a number of site visits to Group subsidiaries during the year ended March 2014, as part of their ongoing training and development.

Independence and Re-Election+-

There are eight non-executive Directors and three executive Directors on our Board. We recently conducted our annual review of the independence of non-executive Directors. I am pleased to report that each fulfilled the independence requirements of the Code. As noted in the Code, the test is not appropriate to myself, but I did fulfil the independence requirements up to the date of my appointment as Chairman. All of the Directors will be presenting themselves for re-election at the forthcoming Annual General Meeting.

Board Meeting Balance+-

The intention at Board meetings is to achieve an appropriate balance between strategic, operational, regulatory and other matters. I regularly monitor the amount of time devoted to each category of business, to ensure that we maintain an appropriate balance.

Board Committees+-

Our Board committees have continued to perform effectively. You will find on this page and this page a detailed Report introduced by the Chairman of each Committee, setting out its membership and an overview of its activities during the year.

And finally...+-

in the pages that follow there is a detailed account of our corporate governance systems and how they operate, which I hope you will find helpful.

 

Michael Buckley

Chairman