Governance & regulatory information Division of responsibilities continued BOARD COMMITTEES NON-EXECUTIVE DIRECTOR MEETINGS The Board has three committees: a Nominations Committee, There is a scheduled ‘Non-Executive Only’ meeting at the end an Audit and Risk Committee and a Remuneration Committee. of each Board meeting, attended by the Chairman and the The terms of reference of each of these Committees can be Non-Executive Directors. This is a useful way of exchanging found on the Group’s website and are available from the views and dealing with any concerns or questions. In Company Secretary. addition to this, the Chairman and the other Non-Executive Directors regularly have informal, individual meetings with Details of the membership of the Committees and of their the Executive Directors and other senior managers in the activities during the past financial year can be found in the business, usually at a store location (most meetings havebeen reports from the Chair of each of the Committees on pages held remotely in the year due to the Covid-19 pandemic). 120, 130 and 138. BOARD ATTENDANCE BOARD MEETINGS The Board held 13 meetings in the course of the year, There is a schedule of matters reserved to the Board for one of which was dedicated to a formal review of strategy. decision or approval, which is available on the Group’s All but three of these meetings were held remotely due website or from the Company Secretary. Examples of such to government restrictions. Attendance at meetings was matters include Group strategy and budget, Group capital as follows: structure, approval of financial results and Annual Report and Meetings Accounts, significant capital or contractual commitments, Director attended maintaininginternal control and risk management and Andy Harrison (Chairman) 13/13 approval of significant Group-wide policies. Sir Will Adderley (Deputy Chairman) 13/13 At each meeting, the Chief Executive Officer reports on Nick Wilkinson (CEO) 13/13 strategic progress and operational performance (including Laura Carr (Chief Financial Officer) 13/13 customers, colleagues and health and safety), and the Chief Ian Bull 13/13 Financial Officer reports on financial performance. There is a William Reeve 13/13 rolling agenda of other operational, strategic, sustainability and risk topics which is regularly refreshed to reflect the Peter Ruis 13/13 most up-to-date strategy and‘live’ issues in the business. Marion Sears 13/13 The principal areas of focus discussed by the Board in FY21 Arja Taaveniku1 3/4 are set out on page 117. Paula Vennells2 10/11 1. Arja Taaveniku joined the Board on 15 February 2021. She attended all but one of the meetings following her appointment, which she was unable to attend due to pre-existing commitments. 2.Paula Vennells stepped down from theBoard on 25 April 2021. She attended all but one of the meetings during FY21, which she was unable to attend due to pre-existing commitments. When unable to attend a meeting, a Director receives papers and feeds back comments in advance to Andy Harrison, the Board Chair. 116 DUNELM GROUP PLCANNUAL REPORT & ACCOUNTS 2021