La diversitat de la cura de les persones grans en
Taula 2. Persones grans en SDF que viuen soles (%)
Key areas of focus – how the Board spent its time
23% 19%
23% 35%
Group strategy Business unit reviews
Business performance, financial reporting, operations projects and transactions
Risk, compliance and governance
Board and committee meeting attendance during 2015
Number of meetings held Board10
Audit Committee 10 Nomination Committee 5 Remuneration Committee 7 Risk Committee 6 General Meeting 1 Chairman Paul Manduca 10 – 5 – – 1 Executive Directors Tidjane Thiam1 4/4 – – – – 1 Mike Wells2 10 – – – – 1 Nic Nicandrou 10 – – – – 1 Pierre-Olivier Bouée3 4/4 – – – – 1 Jackie Hunt4 8/8 – – – – 1
Penny James5 3/3 – – – – n/a
Michael McLintock 10 – – – – 1
Barry Stowe 10 – – – – 1
Tony Wilkey6 5/6 – – – – n/a
Non-executive Directors
Philip Remnant 10 10 4/5 7 – 1
Howard Davies 10 10 4/5 – 6 1
Ann Godbehere 10 10 5 – 6 1
Alistair Johnston 10 10 – – – 1
David Law7 3/3 3/3 – – – n/a
Kai Nargolwala 10 – – 7 6 1
Anthony Nightingale8 10 – 4/4 7 – 1
Alice Schroeder 10 10 – – – 1
Lord Turner7 3/3 – – – 2/2 n/a
Lord Turnbull9 4/4 – 0/1 3/3 3/3 1
Notes:
1 Tidjane Thiam stepped down as an Executive Director and Group Chief Executive on 31 May 2015. 2 Mike Wells was appointed as Group Chief Executive on 1 June 2015.
3 Pierre-Olivier Bouée stepped down as an Executive Director on 31 May 2015. 4 Jackie Hunt resigned as an Executive Director on 3 November 2015. 5 Penny James was appointed as an Executive Director on 1 September 2015. 6 Tony Wilkey was appointed as an Executive Director on 1 June 2015.
7 David Law and Lord Turner were appointed as Non-executive Directors on 15 September 2015. 8 Anthony Nightingale was appointed as a member of the Nomination Committee on 14 May 2015. 9 Lord Turnbull stepped down as a Non-executive Director on 14 May 2015.
10 The Audit and Risk Committees held two meetings jointly during the year in addition to those listed above, which were attended by all members from both Committees.
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Board balance and effectiveness Succession planning
The Board continues to be actively engaged in succession planning for both executive and non-executive roles to ensure that Board composition is
progressively refreshed and that the Board retains its effectiveness. The Board carries out its succession planning primarily through the Nomination Committee, as described more fully on page 87. The Board is kept fully apprised of the review process applied across all businesses which covers both executive director and senior management succession and development. The Board considers annually the outcome of the review and any actions arising from the review are implemented as part of the management development agenda. The Board confirms that Egon Zehnder supported the
succession planning process, undertook external searches for candidates and evaluated internal candidates for both Board and non-Board roles. Aside from these activities, Egon Zehnder did not undertake any other significant work for Prudential.
Diversity
Given the global reach of the Group’s operations, the Board makes every effort to ensure it is able to recruit directors from different backgrounds, with diverse experience, perspectives and skills. This diversity not only contributes towards Board effectiveness but is essential for successfully delivering the strategy of an international group. The Board is committed to recruiting the best available talent and appointing the most appropriate candidate for each role. This approach,
including due consideration of gender, is followed as part of the Nomination Committee’s ongoing activities carried out during 2015 in respect of succession planning for Executive and
Non-executive Directors.
The Board does not endorse quotas, but continues to commit to having an increasing representation of women in senior positions in the Group and on the Board.
Directors’ ongoing development
Prudential offers each Director an induction programme on joining the Board and provides opportunities for ongoing development.
Induction Ongoing development
The Chairman is responsible for ensuring that induction programmes are provided for all new directors. These are tailored to reflect the experience of each director and their position as either Executive or Non-executive Directors. On appointment, Non-executive Directors embark upon a wide-ranging induction programme covering, among other things, the principal bases of accounting for the Group’s results, the role of the Board and its principal Committees, the Group’s key risks and the risk management framework, as well as the compliance environment in which the Group operates. The programme also includes detailed briefings on the Group’s business units, its product range, the markets in which it operates and the overall competitive environment.
Both Mr Law and Lord Turner started their induction programme in 2015, which included sessions with key management in the Group’s businesses.
Executive Directors receive an induction tailored to their skills and experience.
The Chairman is also responsible for ensuring that all Directors continually update their skills, knowledge and familiarity with the Group. Directors regularly receive reports on the Group’s businesses and the regulatory and industry-specific
environments in which it operates.
In 2015, the Board took time for particular focus on the Group’s US and Asian businesses. During visits to the US and Asia, the Board received updates on key products and distribution in the US and in the Asian businesses, including an investor’s perspective. The Board’s overseas visits have allowed the directors to meet with the local senior management teams. Throughout the year, the Board focused on regulatory developments, particularly Solvency II, and the introduction of a new regulatory responsibility framework for the industry, applicable to Senior Insurance Managers. A separate session was held updating the Board on risk and capital models. In addition, Directors were provided with updates at each Board meeting on other legal and regulatory changes and developments that could impact the industry and the Group.
Committee members received updates at Committee meetings on areas of particular relevance to the respective committees and were kept updated on ongoing developments in these areas, as well as the impact these have on the Group. In 2015, the Audit Committee and Risk Committee held two joint sessions in which they were provided with an update on Solvency II and related disclosures.
Directors may request individual in-depth briefings from time to time, which is valuable to Non-executive Directors wishing to improve their knowledge of particular developments affecting the Group or particular parts of the business.
The performance of the Non-executive Directors and the Group Chief Executive was evaluated by the Chairman in individual meetings. Philip Remnant, the Senior Independent Director, led the Non-executive Directors in a performance evaluation of the Chairman.
Executive Directors are subject to regular review and the Group Chief Executive individually appraised the performance of each of the Executive Directors as part of the annual Group-wide performance evaluation of all staff.
2015
The performance evaluation of the Board and its principal Committees for 2015 was conducted internally at the end of 2015. The assessment was carried out by the Chairman and Group General Counsel and Company Secretary through a questionnaire. The findings were presented to the Board in February 2016 and an action plan agreed to address areas of focus identified by the evaluation.
The review confirmed that the Board continued to operate effectively during the year and no major areas requiring improvement were highlighted. Progress has been made on the actions identified in 2014 and addressed in 2015, as reported above.
How we operate continued
Performance evaluation
2014
The table below sets out the actions taken by the Board in 2015 in response to themes arising from the 2014 externally-facilitated evaluation.
Theme Action Outcome
Board composition Prioritise operational experience, gender balance and relevant geographical representation where possible in making new appointments to the Board. Keep the balance of Executive and Non-executive Directors under review.
This is an ongoing focus of the work of the Nomination Committee on succession planning and is one of the key criteria included when identifying and recommending individuals for Board succession.
The appointment of Penny James as Group Chief Risk Officer and Executive Director, effective 1 September 2015, maintains gender balance at Board level.
The appointment of two further Non-executive Directors to the Board ensures the composition of the Board remains balanced between Executive and Non-executive Directors.
In addition, the appointment of David Law to the Board and Audit Committee provides detailed expertise around the audit processes of global insurance groups, and the appointment of Lord Turner to the Board and Risk Committee adds extensive high-level experience of international regulation and financial services.
Relationship with senior
management Consider ways of further increasing informal contact between Non-executive Directors and senior management, for example, inviting additional senior managers to attend committee meetings where appropriate and continuing to create opportunities for contact with local management during overseas visits.
Both the Audit and Risk Committees widened the pool of attendees at their meetings during 2015, including senior management from business units presenting updates where relevant.
As during previous overseas meetings, the Board met various senior management at Jackson and Prudential Corporation Asia as part of the overseas Board visits. These additional visits provided in-depth information and an opportunity for questions to be put directly to local management.
Selection processes Provide more detailed updates and information on potential Board candidates to the whole Board as early as possible.
The Chairman continued to ensure that the Board was updated as early as possible on potential candidates.
As part of the selection process leading to the appointment of David Law and Lord Turner, individual meetings with a number of Directors took place and the Board was kept updated on the appointment process throughout.
Board papers Continue to review and
streamline Board and committee papers.
Board papers remained subject to continuous improvement throughout the year to provide relevant, high-quality information and strike the right balance between detail and overview.
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The following themes were identified as areas for focus in 2016:
Governance of subsidiary boards The Board evaluation recognised that, following agreement with the PRA to appoint independent non-executive directors to certain of the Group’s larger subsidiaries, more formal oversight of the governance arrangements for their boards would be required. In addition, a process for appointing the subsidiary independent directors and the relationship between them and the Chairman and chairs of the Group Audit and Risk Committees would need to be implemented.
Post action reviews
The evaluation noted that the Board should continue to analyse past decisions closely, testing assumptions and projections made in the past.
Board papers
On Board processes, the feedback highlighted progress made during the year, in particular improvements in clarity of papers. This is another area we will continue to focus on during 2016 to ensure that the right balance is struck regarding the level of detail provided in papers, especially for technically complex matters. This will continue to assist the Board in managing a growing agenda and keeping regulatory and strategic issues balanced appropriately.
Shareholder engagement
As a major institutional investor, the Board recognises the importance of maintaining a high level of two-way communication with shareholders. The Company holds an ongoing programme of regular contact with major shareholders, conducted by the Chairman, Group Chief Executive, Chief Financial Officer and the Director of Strategy and Capital Market Relations. Shareholder feedback from these meetings and general market views, for example from analyst research reports, are communicated to the Board.
The Senior Independent Director and other Non-executive Directors are available to meet with major shareholders on request.
The Group maintains a corporate website containing a wide range of relevant information for private and institutional investors, including the Group’s financial
calendar. The Company’s Registrar, Equiniti, operates an internet access facility for registered shareholders, providing details of their shareholdings at www.shareview.co.uk
A full programme of engagement with shareholders, potential investors and analysts, in the UK and overseas, is led each year by the Director of Strategy and Capital Market Relations. In addition, a conference for investors and analysts has been held on a regular basis since 2010, with in-depth business presentations and opportunities for attendees to meet with members of the Board and senior management through the course of the event. Most recently, the Group held a conference for investors in January 2016. The Group Chief Executive, Chief Financial Officer and investor relations team also attend major financial services conferences to present to, and meet with, the
Company’s shareholders. In 2015, as part of the investor relations programme, over 440 meetings were held with approximately 700 individual institutional investors across the UK, in continental Europe, US and Asia.
The Chairman and Senior Independent Director also held individual meetings with major shareholders, primarily to discuss governance and strategy.
The Annual General Meeting is an opportunity for further shareholder engagement, for the Chairman to explain the Company’s progress and along with other members of the Board, to answer any questions. All Directors then in office attended the 2015 Annual General Meeting. Details of the 2016 Annual General Meeting are available on
www.prudential.co.uk under ‘Investors’. Products and customers
The Board intends to continue holding in-depth focus sessions on products and customers of the Group, including using Board visits to the business units in the UK, Asia and the US as a key opportunity to do this.
The Board will track its progress in addressing these themes at its meetings throughout the course of 2016 and report on actions taken in its next Annual Report.
Information on a number of regulations and processes relevant to directors and how these are addressed by Prudential is given below. Prudential’s approach
Area Non-executive Directors Executive Directors
Rules governing appointment and removal
—The Board, or members in a general meeting, may appoint a maximum of 20 directors as set out in the Company’s Articles.
—Their appointment and removal is also governed by other provisions in the Articles, the UK Corporate Governance Code (the UK Code), the Hong Kong Corporate Governance Code (HK Code) as appended to the Hong Kong Listing Rules (HK Listing Rules), and the Companies Act 2006.
Terms of
appointment —Non-executive Directors are appointed for an initial term of three years.
—Subject to review by the Nomination Committee and re-election by shareholders, it would be expected that they serve a second term of three years.
—After six years, Non-executive Directors may be appointed for a further year, up to a maximum of three years in total, subject to rigorous review and re-election by shareholders.
—The Directors’ remuneration report sets out the terms of the Non-executive Directors’ letters of appointment on page 123.
—The Directors’ remuneration report sets out the terms of Executive Directors’ service contracts on page 122.
Independence of the Non-executive Directors
—Prudential is one of the UK’s largest institutional investors and the Board does not believe that this compromises the independence of those Non-executive Directors who are on the boards of companies in which the Group has a shareholding. The Board also believes that such shareholdings should not preclude the Company from having the most appropriate and highest calibre Non-executive Directors.
—The independence of the Non-executive Directors is determined by reference to the UK Code and HK Listing Rules. Prudential is required to affirm annually the independence of all Non-executive Directors under the HK Listing Rules and the independence of its Audit Committee members under Sarbanes-Oxley legislation.
—For the purposes of the UK Code, throughout the year, all Non-executive Directors were considered by the Board to be independent in character and judgement, and to have met the criteria for independence as set out in the UK Code.
—For the HK Listing Rules purposes, the Company will consider Mr Law independent from 1 July 2016, the date one year after his retirement from PwC. The Company has received confirmation of independence from each of the other Non-executive Directors as required by the HK Listing Rules.
—The Board does not consider that Mr Law’s previous position at PwC affects his status as an independent Director for the purposes of the UK Code (or in relation to his membership of the Audit Committee, under applicable Sarbanes-Oxley legislation). Mr Law does not retain any ongoing involvement with PwC other than his pension entitlements and his current position as CEO of L&F Indemnity, the captive insurance group that serves the PricewaterhouseCoopers network (this group of companies has no involvement in the operation of PwC).
—There were no other material factors which were deemed to affect the Non-executive Directors’ independence.