There is a clear division of responsibility at the head of the Company; Dennis Millard (Chairman) being responsible for running the Board and Mark Cashmore (Group Chief Executive) being responsible for implementing group strategy. John Worby has been nominated by the Board as the Senior Independent Director. The Board structure ensures that no individual or group dominates the decision-making process.

Dennis Millard, who was non-executive Deputy Chairman until his appointment as Chairman on 6 February 2008, met the independence criteria set out in the Code on appointment as a director. Andrew Brent, Anthony Cann and John Worby, who served as non-executive directors throughout the year and up to the date of this report meet the independence criteria set out in the Code. Dennis Millard was appointed Chairman of Halfords Group plc on 28 May 2009. The Board believes that this appointment has not adversely affected his Chairmanship of the Company.  

The Board, which had eight scheduled meetings and 12 additional meetings during the year, manages the Company through a formal schedule of matters reserved for its decision. These include overall management of the Company; approval of long term objectives and strategic plans; major capital expenditure; acquisitions and disposals; approval of the annual operating and capital expenditure budgets; approval of the financial statements, material agreements and non-recurring projects; treasury policy; control, audit and risk management; remuneration of directors and senior managers; and, corporate responsibility. It also delegates specific responsibilities to the Board Committees (details under Board Committees). The role and responsibilities of each Committee are set out in formal terms of reference which are reviewed annually.

All directors have access to the advice and services of the Company Secretary and may take independent professional advice at the Company’s expense in the furtherance of their duties. The Board receives appropriate and timely information, Board and Committee papers being sent out several days before meetings take place. All newly appointed directors receive induction training on joining the Board which is tailored to meet the needs of the individual and the need for director training is regularly assessed by the Board.

The Board carried out a formal evaluation of its performance and the performance of its committees and individual directors in August 2009. Each director completed an extensive questionnaire covering Board and committee procedures and effectiveness and individual contributions to Board and committee meetings. In August 2009, the non-executive directors met separately to review the Chairman’s performance and provided feedback to him and the Chairman reviewed the contribution of each of the directors in separate individual discussions. The results of the evaluation were reviewed by the Board in September 2009 and whilst it was considered the Board and its Committees were working effectively a number of actions were agreed to further improve effectiveness. These included scheduling additional depot visits following the increase in the size of the network as a consequence of the recent contract gains and the continuation of the programme of pre-Board meeting breakfast meetings with functional teams.

In September 2008, the non-executive directors met separately to review the Chairman’s performance and provided feedback to him, and the Chairman reviewed the contribution of each of the directors in separate individual discussions. The results of the evaluation were reviewed by the Board in September 2008 and whilst it was considered the Board and its Committees were working effectively a number of actions were agreed to further improve effectiveness.

The Company’s Articles of Association require that directors offer themselves for re-election every three years and that new directors appointed by the Board offer themselves for election at the next annual general meeting following their appointment. 

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