b'64 Mercia asset Management PLc Annual Report and Accounts 2021Corporate governance report continuedIndependence 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 14.8% 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, was appointed to undertake the externally facilitated review after a tender exercise. BHL has not provided any other service to the Company since.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 remitare covered; encouraging the Executives to be clear on what they are seeking from the Board when they present investment proposals orother 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, including, as an example, the appointment of Diane Seymour-Williams as an additional Non-executive Director with significant asset management experience.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 2021 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 3/3 4/4 3/3Dr Mark Payton 9/9 3/3 1 3/4 1 1/3 1 1Martin Glanfield 9/9 3/3 1 4/4 1 3/3 1Julian Viggars 9/9 2/3 1Ray Chamberlain 9/9 Dr Jonathan Pell 9/9 3/3 4/4 3/3Caroline Plumb OBE 9/9 3/3 4/43/3Diane Seymour-Williams 2 3/91/41 1/311Attended by invitation. 2Diane Seymour-Williams was appointed on 3 November 2020.'