Board and Committee membership as of 31 December 2014
|Olivier Baujard*||Independent Non-Executive Director||Member||Member|
|Rakesh Bhasin||CEO, Executive Director|
|Hugo Eales||CFO, Executive Director|
|Sergio Giacoletto||Senior Independent Director||Member||Member||Member|
|Simon Haslam||Chairman, Non-Executive Director||Chairman*|
|Tim Hilton||Non-Executive Director|
|Katherine Innes Ker||Independent Non-Executive Director||Member||Member|
|Anthony Rabin||Independent Non-Executive Director||Chairman||Member|
|Lorraine Trainer||Independent Non-Executive Director||Chairman*||Member|
|Michael Wilens||Non-Executive Director|
* As from 24 April 2014
Senior Independent Director
Sergio Giacoletto is the Senior Independent Director (SID).
The role of the SID is to act as an alternative conduit to the Board for the communication of shareholder concerns, to act as chairman of meetings of the Independent Non-Executive Directors which are not attended by the Chairman and to lead the annual performance evaluation of the Chairman.
The SID reports the discussions of any meetings with shareholder representatives to the Board. At the end of every Board meeting Executive Directors, management and Fidelity related Directors withdraw and the SID chairs a meeting of the Independent Non-Executive Directors to provide a forum for any issues to be raised.
In 2014 the SID chaired numerous meetings of the Independent Non-Executive Directors to discuss, negotiate and decide the acquisition of KVH, a related-party transaction. Together with the Chairman of the Audit Committee, the SID led negotiations on behalf of the Company with the owners of KVH in respect of the terms, purchase price and other aspects of the transaction.
In the event that a Director is unable to attend all meetings of the Board or Board Committees of which they are members, the Director is invited to confirm that they remain committed to the role and have the requisite time available to perform the role.
In 2014 the Board held five scheduled meetings and numerous interim telephone meetings as required. There were 22 additional meetings including 17 Independent Directors' meetings to discuss, negotiate and decide the acquisition of KVH.
Operation of the Board
The attendance of each of the Directors at the scheduled Board meetings held in 2014 while a Director was:
|Katherine Innes Ker||5||4||80%|
|Average % attendance||99%|
* Andreas Barth, Vincenzo Damiani and Gene Gabbard retired at the 2014 AGM on 24 April 2014. Mark Ferrari stepped down from the Colt Board as an Executive Director on 31 October 2014.
** Olivier Baujard and Hugo Eales were appointed to the Board on 24 April 2014 and 1 November 2014, respectively.
The Board is primarily responsible for decisions on Group strategy, including the approval of strategic plans, annual budgets, interim and full year financial statements and reports, accounting policies and all material capital projects, investments and disposals. There is a schedule of matters reserved for approval by the Board.
Each Director is provided with monthly reports which include financial information and updates on the business. When there is a Board meeting, this information is circulated to the Directors in advance of the meeting, together with details of all other business items to be considered at the meeting. Directors receive regular articles on industry news and analysts' and press reports on Colt. The Directors are encouraged to supplement this information through direct contact with the Group's senior management and the Company Secretary facilitates regular informal meetings throughout the year. Direct access to senior management is encouraged. Other members of the senior management team regularly attend Board and Committee meetings. The Non-Executive Directors have the opportunity to discuss Colt strategy and Board business individually with the Chairman and the CEO regularly throughout the year as well as during the annual Board training day.
Calendar of activities for the Board
Board meetings are held in Luxembourg or elsewhere by exception. The Articles prohibit any decisions being made in the UK. The annual programme, which is set three years in advance, involves four meetings timed to review the quarterly results and another timed to approve the budget for the following financial year. Meetings are held over a two or three day period, to include site visits, formal and informal meetings with local management and Committee meetings. Occasional single purpose interim meetings are held by teleconference to deal with out of cycle requests.
Board meeting 2014 activities
The Board approved the 2013 financial statements and the 2013 Annual Report together with the 2014 Annual and Extraordinary General Meeting notice and received the results of those shareholder meetings.
During 2014, the Board focused on executing and developing Colt's growth strategy plan, including geographic expansion. The Board considered possible targets and the strategic fit and growth opportunities of KVH. The Board focused on acquisition related matters, including financing options, due diligence review and integration plans. The Board reviewed periodic reports on the business and monitored the progress of the business during the year. The Board considered how to improve performance against the business plan. In reviewing execution, the Board approved the realignment of Colt into four lines of business: Network Services, Voice Services, Data Centre Services and IT Services to simplify and focus the business. The Go to Market organisation and capability was reviewed. The Board also devoted time to succession planning, both at Board and management level. Candidates for new Board appointments were reviewed and the Board approved the appointments of Olivier Baujard and Jennifer Uhrig. A Board evaluation was conducted by an independent third party external provider. Other activities included a review of Colt's property portfolio and key nodes as well as a review of the Colt-wide approach to programme and project governance, control and management. The Board visited Colt's operation in Paris and received presentations from the local management team.
The Board also approved each of the 2014 Q1 and Q3 Interim Management Statements and the H1 financial results and associated announcements. The 2015 budget was approved.
At each meeting the Board received reports from each Chairman of the Audit Committee, Remuneration Committee and Nomination Committee on the business conducted by those Committees.
Induction, information and ongoing development
Induction is tailored to each individual Director's requirements depending on their background and role. On appointment, Directors receive a comprehensive induction process in accordance with ICSA best practice and Section B of the UK Code of Corporate Governance. This is designed to develop their knowledge and understanding of the Group's business through visits to various key sites including data centres and offices, presentations on relevant technology, products and services, one-to-one meetings with Executive Directors and senior management and a familiarisation with investor and analysts' perceptions of the Group. As appropriate, meetings are arranged with representatives of significant shareholders and key advisors including lawyers, brokers and auditors. Slaughter and May provided a tailored seminar on UKLA rules for Olivier Baujard as part of his induction.
A Director's Manual is available for new Directors. The manual contains information on the Company, the Directors' duties and liabilities under Luxembourg law and key policies and documents. New Directors are offered tutorials on Colt's corporate governance framework, organisation, corporate structure, operations, insurance, Code of Business Conduct, share dealing and other corporate policies and procedures, together with recent Board materials and presentations as appropriate.
The Directors' knowledge and understanding of the Group's business is refreshed throughout the year, with briefings as necessary on corporate governance and regulatory compliance. The training needs of the Directors are periodically reviewed and a Board training day is organised annually. Presentations by key members of the relevant teams are supplemented by reading materials. Ad hoc informal training on issues relevant to Colt, such as new technologies and network development, is regularly provided by management upon request during the year. Additionally, as part of ongoing training and development, Directors receive periodic summaries of Colt specific and industry news.