b'58 Mercia Asset Management PLC Annual Report & Accounts 2022Corporate 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 January 2022, Lorraine Young Board Advisory Services (LYBAS) was appointed to facilitate an external review of the effectiveness of the Board. The appointment was confirmed after a tender exercise and LYBAS has not provided any other services to the Company during the year.The process comprised observation of a Board meeting, a review of Board and committee papers issued during the year, questionnaires completed by the Board relating to competency and experience and confidential one-to-one discussions between LYBAS and members of the Board and Executive Team. LYBAS provided a report which identified what was working well and those areas where there was scope for development. Overall, LYBAS concluded that the Board appears to be performing very well. Matters recommended for development included:The Nominations Committee to develop an emergency succession planDiane Seymour-Williams to formally join the CommitteesComplete handover of all matters normally undertaken by the Company SecretaryAllocate more Board meeting time to risk governance, including risk appetite The report was discussed at a Board meeting in May 2022. In the coming months, the Nominations Committee will recommend to the Board actions to support the development of such areas. LYBAS has been invited to return in a years time to review progress. Board meetingsThe Board meets formally a minimum of seven times each year. In addition, the Non-executive Directors communicate directly with the Executive Directors between Board meetings. The Board typically holds a dedicated meeting 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 2022 seven 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 7/7 3/3 7/7 1/1Dr Mark Payton 7/7 3/3 1 5/7 1 Martin Glanfield 7/7 3/3 1 7/7 1 Julian Viggars 7/7 1/3 1Ray Chamberlain 6/7 Dr Jonathan Pell 6/7 2/3 6/7 1/1Caroline Plumb OBE 7/7 3/3 6/71/1Diane Seymour-Williams 7/7 1/3 1 5/7 1 1/1 11Attended by invitation'