Meetings and matters discussed

There are a number of topics for which we believe all boards should take responsibility and these are defined as Matters reserved for the Board. In 2017, we focused our attention on a number of strategic priorities which are illustrated below and described in more detail in our Governance report. A breakdown of the Board’s time is available to view on page 70 of the annual report.

Attendance

The Board met face-to-face six times this year at scheduled meetings, while three telephonic meetings were held. As a company incorporated in Jersey, we endeavour to hold at least half of our physical Board meetings there each year.

For meetings held outside Jersey, we arrange, where feasible, for the Board to be given the opportunity to meet with employees, clients, suppliers and partners, as it is felt this allows the Board to gain a wider understanding of Petrofac and its operations. In January 2018, the Board and several members of senior management visited the BorWin3 topside platform, which was under construction at the Dubai Drydocks World in UAE.

To enhance their knowledge of the business further, and as part of the process of maintaining an awareness of the Company’s strategic activities and assessing the ability of the management team, members of operational and functional management, one and two tiers below director level, are invited to present at Board and committee meetings.

It is felt these presentations enable Directors to deepen their understanding of Petrofac at both a local and functional level. It also affords senior managers the opportunity to bring matters to the attention of the Board and allows the Board to consider key individuals identified through the succession planning process.

More details are available about Board Meetings and attendance in our Governance report.

Board culture

Directors are encouraged to be open and forthright in their approach, with active debate encouraged during Board meetings before any decisions are taken. We believe this boardroom culture helps to forge strong and open working relationships while enabling our Directors to engage fully with the Company and allowing them to make their best possible contribution.

The relationships between the Chairman and the Group Chief Executive and the Senior Independent Director are particularly important, as they represent the views of the management and the Non-executive Directors, respectively. A number of meetings are held to ensure the Board meetings are effective.

  • The Chairman and the Group Chief Executive meet regularly, both before and after scheduled Board meetings
  • The Chairman and the Senior Independent Director maintain regular contact between scheduled Board meetings
  • Time is also set aside at each meeting for the Chairman to meet with the Non-executive Directors without the presence of management

These meetings ensure that the Chairman is fully informed about the views of both management and Non-executive Directors. This helps him to set Board meeting agendas, and to ensure that all Directors contribute through their individual and collective experiences.

We've worked hard to ensure that the Board has the right balance of skills, diversity and industry experience, and our Non-executive Directors are encouraged to share their skills and experience to support management and to provide constructive challenge.

Site visits

Every year our Board visits a Petrofac site to help gain a deeper understanding of our operations