DIAGEO PLC
For the period ended Jun 30, 2024. Filed Aug 1, 2024.
View on SEC.govAbout this filing
The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.
FY2024 · Filed Aug 1, 2024
Use the contents to explore the available documents and sections.
Contents
Performance evaluation
The effectiveness of the Board and its Committees is vital to the overall success of the Group. The last externally facilitated evaluation
of the Board had been carried out in 2020. After internal evaluations conducted in 2021 and 2022, in accordance with Provision 21 of
the Code, another externally facilitated evaluation was conducted during 2023. In line with the UK Corporate Governance Code, in
August 2023 the Board instructed Dr Tracy Long of Boardroom Review Limited (BRL), an independent professional consultancy
which specialises in board reviews and evaluations, to conduct an externally facilitated evaluation. Dr Long and BRL have no
connection with Diageo or its directors.
The purpose of the evaluation was to conduct a comprehensive review and evaluate how the Board and its Committees operate as
measured against current best practice corporate governance principles and in accordance with the Code guidance. The review
encouraged candid reflections from the Board in order to build on strengths, identify challenges and consider recommendations.
The evaluation was conducted through a series of one-to-one interviews with each Director as well as a number of key executives and
third parties who interact frequently with the Board, an information review and observations of meetings. Dr Long attended and
observed Board and Committee meetings during September and October 2023, including private meetings between Non-Executive
Directors at which no Executive Directors or management were present. A report was then prepared for discussion with individual
Directors and the Board as a whole.
The findings of the evaluation indicate that the Board is considered to be well governed and effective. A particular key strength of the
Board is in its composition, expertise and performance as well as the contents of its meetings. Diversity, inclusion, trust and
transparency are other key strengths the Board is actively committed to ensuring it reflects its consumer and global marketplace.
A summary of the key findings and recommendations was presented by Dr Long to the Board in December 2023, following which the
Chair and Company Secretary determined areas of focus for approval by the Board.
| Key recommendations | Actions for focus in 2024/25 |
| General feedback | |
| •Continue to ensure Board members feel well integrated into the Board and company | •Increase lines of communication between management and Board members |
| •Ensure focus on diversity continues | •Consider opportunities for more engagement between Board members and the workforce |
| Board composition and succession | |
| •Nomination Committee to tailor induction programmes for specific new Non-Executive Directors depending on their background and experience | •Enhance the succession planning transition process to identify potential new Board members with relevant sector experience |
| •Continue to review the balance of skills, expertise and knowledge of the Board | |
| •Continue to increase focus on communication channels with brokers, shareholders and other stakeholders | •Focus recruitment and talent pipeline on key areas for additional expertise |
| •Enhance and align technology with the growth agenda and with testing various assumptions | |
| People and culture | |
| •Continue external talent search for executive and senior leader roles as well as focus on the development of internal talent | •Continue to promote and protect the company’s corporate culture and values |
| •Ensure regular structured engagement between Nomination Committee members and high potential internal candidates | •Continue to review the talent pipeline of executives and senior management |
| •Review and track high potential candidates both internally and externally | |
| Strategy and risk | |
| •Review and track key strategic decisions and investments focusing on medium and longer-term issues as well as emerging trends | •Enhance the group risk appetite statement, including in relation to description of risk appetite for principal risks |
| •Continue to maintain strategic focus and to monitor the changing business landscape including wider external competition and consumers | |
| •Allocate appropriate time and resources during Board discussions to ensure the right challenge and support is provided on strategic and operational risk reviews | |
| •Continue to focus on the company’s approach to ESG and effective stakeholder engagement as well as shareholder communication |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.