Perkins UK Corporate Governance Requirements

Perkins UK Corporate Governance Requirements

Perkins, as part of the Caterpillar Group, has in place detailed corporate governance arrangements due to the requirements placed upon Caterpillar Inc. as a listed business. Caterpillar publishes extensive information about their governance arrangements here.

Having reviewed the Wates Principles the directors of Perkins are happy that our corporate governance processes meet the requirements set out as detailed below. 

1. PURPOSE AND LEADERSHIP  
Purpose

Perkins is one of the world’s leading providers of diesel and gas engines.

Our mission statement is:  We create value for our customers and distributors by providing competitive and dependable industrial power solutions.   

Values and Culture 

INTEGRITY. EXCELLENCE. TEAMWORK. COMMITMENT. SUSTAINABILITY.

As part of the Caterpillar enterprise, Perkins applies the Caterpillar Code of Conduct.

While Perkins conducts business within the framework of applicable laws and regulations, for us, compliance with the law is not enough. We strive for more than that. Through our Code of Conduct, we envision a work environment where all can take pride in the company, others respect and admire it, and the world is made better by our actions. Together, we are laying the foundation for the values-based culture that will carry us forward to even higher levels of success.

Through employment practices, reinforcement of compliance through training and continuous updates of web-based compliance information, and constant communication by leaders, we ensure that our Values in Action and “Winning the Right Way” are understood by our employees and business associates as the foundation of the Perkins business.

Strategy

Whilst Perkins, and other subsidiaries and divisions of Caterpillar, have specific strategic imperatives that drive success in their product lines, all are aligned with and apply the Caterpillar corporate strategy.

With our Values as a foundation, we leverage an information-driven approach — the Operating and Execution Model — to guide our decision-making process and ultimately, position us for continued profitable growth.

We are committed to understanding the needs of our customers, and together with our partners, delivering industry-leading products and services.

2. BOARD COMPOSITION  
Chair

Steve Ferguson is chair of Perkins Engines Company Limited (PECL) and a vice president of Caterpillar, Inc. with responsibility for the Industrial Power Systems Division of which PECL makes up a major part.

Prior to his current appointment, Steve was the general manager of Advanced Component Manufacturing with responsibility for component manufacturing of hydraulics, cabs and drive train systems.

Since joining Caterpillar in 1990, Steve has held senior leadership roles in financial management for the Large Power Systems and Excavation Divisions. He also served as the chief financial officer for Caterpillar’s Construction Industries segment, based in Singapore.

Steve has a bachelor’s degree in business from Eastern Illinois University and is a graduate of the Northwestern Advanced Executive Development Program. 

As VP for the whole division Steve is able to provide group context to the board and ensure that PECL is able to make best use of group synergies. He runs regular updates and seeks input from a wide range of sources to allow the board to make informed decisions. 

Balance and diversity

Perkins Engine Company Limited’s shareholder has appointed a Board of Directors that participates in, oversees, advises and counsels the management of the company and monitors the management team’s performance and legal and ethical compliance.

The Board Members are selected based upon characteristics, which include:

(1)   integrity, honesty and accountability, with a willingness to express independent thought;

(2)   successful leadership experience and background that demonstrates an understanding of business affairs generally, and the business of Perkins, more specifically;

(3)   demonstrated ability to think strategically and make decisions with a forward-looking focus, with the ability to assimilate relevant information on a broad range of complex topics;

(4)   being a team player with a demonstrated willingness to ask tough questions in a constructive manner that adds to the decision-making process of the Board;

(5)   absence of conflicts of interest;

(6)   ability to devote necessary time to meet director responsibilities; and

(7)   diversity of experience and background.

The Board of Directors actively encourages diversity and inclusion within the Company and is proactively seeking diversity within the senior management team and as part of their succession planning. 

Size and structure Perkins Board of Directors is made up of representatives from key segments and functions within the company. The board reviews its membership to ensure that it has the right number and composition of members to provide proper overview and direction for the Company.  

Effectiveness

 

Perkins board members have been given training regarding duties, responsibilities and liabilities of Directors. Members of the Perkins board also participate in the management of the businesses that are part of the company.  As leaders and managers, they are regularly exposed to formal leadership and business-related training. Board members have access to other members of the company’s management, and will, from time to time, invite other executives and employees to participate in, or provide information for use at Board meetings so that the Board has additional insight on items or issues to be decided by the Board.  The Board may, from time to time, engage outside advisors or other experts as it deems necessary or appropriate to assist it in carrying out its responsibilities. 
3. DIRECTOR RESPONSIBILITIES  
Accountability

The Board of Directors are responsible for:

· reviewing and overseeing the implementation of the Company’s strategic plans and objectives;

· overseeing legal and ethical compliance;

· overseeing the integrity of the Company’s financial statements and the Company’s financial reporting processes;

· overseeing the Company’s processes for assessing and managing risks;

· nominating directors, appointing committee members and shaping effective corporate governance; a- nd

- advising and counselling management regarding significant issues facing the Company.

Committees  The Board of Directors makes use of internal management and advisors but does not have any formal committees in place that take on responsibilities of the Board. Each Director has been nominated as having responsibility for separate areas of the business such as health and safety, financial reporting and risk.
Integrity of information 

The Board relies upon functional organisations within the business to provide complete and accurate information on the performance of the company, so that it can make informed decisions.  Specific examples include:

Financial Reporting is managed by a group of accounting and business resource professionals under the leadership of a Senior Business Resource Manager.  Detailed financial performance reports are regularly shared with members of the Board.

Operational performance is managed by General Managers who report at least monthly to members of the Board on key performance metrics and issues of strategic importance, including environmental, health and safety performance in facilities, material successes and challenges with key customer and supplier relationships, and quality and capacity issues related to products and services. 

A group of Human Resource professionals led by Human Resource Managers maintain employee policies and provide detailed reports on employee engagement and workforce data to members of the Board on a regular basis.      

4. OPPORTUNITY AND RISK  
Opportunity At the heart of our enterprise strategy is the Operating and Execution (O&E) Model, a strategic framework to identify areas of the business that either create or consume the most value. Using the O&E Model as a guide, we gain a deeper understanding of where we have a competitive advantage, which is key to generating high returns. As a result, we allocate resources to those areas of our business that create or have the potential to create the most growth or improvement. This allows us to make swift, strategic choices so that we prioritise business opportunities with the greatest value.
Risk

The leadership team at Perkins participates in an annual risk assessment process, led by risk experts within the larger Caterpillar enterprise, to identify risks that are unique to the businesses within the Perkins companies. After evaluating and identifying risks, risk owners are named and tasked with understanding the risks and putting appropriate measures in place to mitigate the key risks. Risk owners report to members of the Board on a regular basis.

Additionally, Perkins benefits from organisational resources dedicated to compliance and controls, led by Division Compliance Managers, who report regularly to members of the Board.  This team maintains an internal compliance web-page which provides training resources and information to employees on issue spotting and clear procedures for reporting compliance issues within the organisation.       

Responsibilities Each member of the board has been assigned a key area of responsibility and reports back to the Board. There are a number of internal control processes which various members of the Board form part of and that are in place to ensure that the Board meets its obligations .
5. RENUMERATION  
Renumeration

The Board of Directors are not responsible for setting their own pay. Pay and total reward policies are set at a group level by Caterpillar Inc.

For the more senior positions within the Caterpillar group this is determined by the Caterpillar Inc. Compensation and Human Resources Committee, details of which can be found here.

6. STAKEHOLDER RELATIONSHIPS AND ENGAGEMENT  
External impacts

Manufacturing is a process that unavoidably uses energy – but at Perkins, we’re committed to sustainable manufacturing processes that minimise both the energy consumed and the waste produced. In short, sustainable manufacturing is efficient manufacturing.

Sustainability is a core value at Perkins. At each one of our facilities, no effort is spared to drive out wastage and operate an efficient and cost-effective system that uses as little energy as possible, minimises emissions and recycles or reuses waste products wherever we can.

At Perkins, sustainability is our commitment to building a better world. Sustainability is part of who we are and what we do every single day. We recognise progress involves a balance of environmental stewardship, social responsibility and economic growth.

We consider this as we work toward a vision of a world in which people’s basic needs – such as shelter, clean water, education and reliable energy – are fulfilled. We provide work environments, products, services and solutions that make productive and efficient use of resources as we strive to achieve our vision. We believe this commitment supports the enduring success of our customers, stockholders, dealers and our people.

Stakeholders 

Customers and Distributors

Perkins has long maintained a collaborative working relationship with its distributors and customers. Our distributors’ expertise and capabilities have made our network a competitive advantage and differentiator for our products and services. We work closely with more than 67 independent distribution companies on everything from product development to aftermarket solutions. We’re further strengthening relationships through better prioritisation, integrated planning and quality execution to create more value for our customers.

Our customers are the reason we’re in business.. Focusing on the end customer has always been and will always be our highest priority. Now, we’re intensifying that focus around a rapidly evolving set of customer needs, working to provide different products for different application needs. By investing in areas such as an e-commerce platform and capturing more data to generate insights, we aim to increase customer value and loyalty over the life of our relationship.

We have dedicated account managers who work closely with their customers and we provide regular updates regarding our business and products.

More information about our network can be found here.

Suppliers

Our suppliers play a key role in our commitment to excellence. We have high standards for quality, delivery, and price.

We recognise the global and increasingly diverse business arena and consistently strive to reflect that environment in our customers, our business practices, and especially, our suppliers.

Our passion for continuous improvement is the driving spirit behind our Supplier Diversity Initiative.  Our business growth coupled with diverse product and service offerings, provide sourcing opportunities throughout our organisation to a wide range of business owners.  We are committed to helping all of our suppliers understand what it takes to become world-class.

We hold the highest ethical standards both internally and within our global supply base on the way we conduct business underpinned by our corporate and supplier code of conduct. 

We have a dedicated supplier portal that provides transparency to our suppliers on performance requirements, our organisation, and how to begin doing business.  The portal also provides the key information that any supplier needs to know regarding requirements, policies, and procedures in the areas of Business Requirements and Regulations, Quality, and Supply Chain.

In addition to the supplier portal, every supplier has a dedicated buyer who partners with them for ease of communication and continuous improvement.

Commitment to Communities

We take our responsibility to the various communities in which we work very seriously. We follow a company-wide strategy of sustainability and energy efficiency.

But as a company with a philosophy of ‘think global, act local’, our facilities around the world also support local and regional initiatives in their own areas.

More information can be found here.

Workforce

Perkins is committed to providing a safe, engaging and productive work environment for its employees.  It utilises a variety of means to communicate with employees, including all employee meetings, internal web-pages, regular email communications, smaller business group meetings and regular one-on-one meetings between managers and employees.  Each of these include the opportunity for employees to provide input and feedback and get answers to questions. 

Additionally, the company utilises regular surveys to seek input from employees and engages in reactive action planning based upon survey results.  The company provides training and development opportunities to employees to help them grow and benefit from a continuous improvement mentality.