b'Strategic report Governance Financial statementsIndependence of Non-executive DirectorsThe Board considers many criteria in assessing the independence of the Non-executive Directors including the criteria recommended by the QCA Code. The Non-executive Chair and Non-executive Directors are all considered by the Board to be independent of management and not influenced by any relationship which could interfere with the exercise of their independent judgement. Notwithstanding this conclusion, Ray Chamberlain is interested in 14.7% of the Companys issued share capital.Board operationThe Board has a schedule of matters reserved for its approval including, inter alia, setting the Groups strategic direction, approving annual budgets, monitoring performance against plan, authorising all material direct investment decisions and all corporate transactions, ensuring effective communication with shareholders and approving changes to Board membership and committees.Board effectivenessIn April 2019 a board effectiveness review was undertaken. Belinda Hudson Limited (BHL), experts in enhancing board effectiveness, were appointed to undertake the externally facilitated review after a tender exercise. BHL has not provided any other service to the Company during theyear.The process comprised a review of Board and committee papers over the preceding year and confidential one-to-one discussions between BHL and members of the Board and Executive Team. BHL compiled a report which identified what was working well and those areas where there was scope for development. The report was discussed at a Board meeting in June 2019 and actions were subsequently agreed to implement the areas for development.Key insights included:refreshing the skills matrix and reviewing the composition of the Board to ensure that the Non-executive Directors bring the skills and experience necessary to meet the future needs of the Company; reviewing the extent of the Boards involvement in relation to the oversight of balance sheet investments; reviewing the Board meeting agenda to ensure that there is strong strategic focus and all matters within the Boards remit are covered; encouraging the Executives to be clear on what they are seeking from the Board when they present investment proposals or other papers; creating more opportunities for the Non-executive Directors to interact with a broader range of employees; and including more time in the Board calendar for the Non-executive Directors to meet without the Executives present. Since the review, tangible progress has been made in respect of each of the above recommendations.Board meetingsThe Board now meets formally for a minimum of eight times each year. In addition, the Non-executive Directors communicate directly with the Executive Directors between Board meetings. The Board typically holds two dedicated meetings each year to review strategy.Directors are expected to attend all meetings of the Board and the committees on which they sit, and to devote sufficient time to the Groups affairs to enable them to fulfil their duties as Directors. In the event that Directors are unable to attend a meeting, their comments on papers to be considered at the meeting are discussed in advance with the Chair so that their contribution can be included in the wider Board discussion.During the year to 31 March 2020 nine Board meetings occurred. Details of attendance at the scheduled Board and committee meetings during the year is as follows:Director Board Audit and Risk Remuneration NominationsIan Metcalfe 9/9 2/3 2 5/5 1/1Dr Mark Payton 9/9 1/3 1 5/5 1 1/1 1Martin Glanfield 9/9 3/3 1 5/5 1 1/1 1Julian Viggars 9/9 1/3 1Ray Chamberlain 8/9 Dr Jonathan Pell 9/9 2/3 4/5 2 1/1Caroline Plumb OBE 9/9 3/3 5/5Susan Searle 3 3/9 1/3 1/5 1/11Attended by invitation. 2The composition of the Committee changed during the year, as outlined below. 3Susan Searle resigned on 2 July 2019.Mercia Asset Management PLC 61Annual Report and Accounts 2020'