The Role of the Board and Directors

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The Board is responsible to shareholders for the direction, management, performance and long-term success of the Group.

The Board sets the Group’s strategy and objectives and oversees and monitors internal controls (in conjunction with the Audit Committee), risk management, principal risks, governance and the viability of the Company. In doing so, the Directors comply with their duties under section 172 Companies Act 2006.

To ensure the Directors maintain control over strategic, financial, operational and compliance matters, the Board meets regularly during the year and has formally adopted a schedule of matters to be brought to it for decision.

  • To determine the Board’s structure and composition, including Board appointments, removals and succession planning.
  • Agree the Group’s strategy and financial policy.
  • Approve banking and financing arrangements.
  • Approve the interim and annual financial statements.
  • Agree and oversee risk management and internal control policy.
  • Agree major capital expenditure, material investments or the acquisition or disposal of land.
  • Entering into and amending pension arrangements.
  • Approve contractual arrangements that fall outside authority delegated to Executive Directors.
  • Approve the dividend policy and annual dividend payments.
  • Pledging security over assets and providing Parent Company guarantees.

Role and responsibilities

  • Ensuring the effective running of the Board.
  • Promoting the highest standards of integrity and corporate governance throughout the Group.
  • Chairing Board meetings and setting agendas.
  • Ensuring that the Board as a whole plays a full and constructive part in the development and determination of the Group’s strategy and overall commercial objectives.
  • Ensuring that the Board receives accurate, timely and clear information on:
    a. the Group’s performance;
    b. the issues, challenges and opportunities facing the Group; and
    c. matters reserved to it for decision.
  • Ensuring compliance with the Board’s approved procedures, including the schedule of matters reserved to the Board and each Committee’s terms of reference.
  • Engaging with the Board outside of formal meetings on a group or individual basis, as required.
  • Initiating change and succession planning in Board appointments to build and maintain a highly effective Board.
  • Ensuring effective communication between the Group and its shareholders and ensuring that members of the Board develop an understanding of the views of the major stakeholders.
  • Ensuring that there is a properly constructed induction programme for new Directors.
  • Ensuring that the performance of the Board as a whole, its Committees, and individual Directors is formally and rigorously evaluated at least once a year.

Role and responsibilities

  • Diligently performing such duties and exercising such powers as may, from time to time, be assigned by the Board for the successful running of the Group’s business.
  • Proposing and developing the Group’s strategy and overall commercial objectives in close consultation with the Chairman and the Board.
  • Maintaining relationships with major stakeholders.
  • Ensuring effective dialogue with the Chairman on the important and strategic issues facing the Group.
  • Ensuring that the Executive Directors give appropriate priority to providing reports to the Board, which contain accurate, timely and clear information.
  • Ensuring that the Executive Directors comply with the Board’s approved procedures, including the schedule of matters reserved to the Board and each Committee’s terms of reference, and providing input on appropriate changes to the same.
  • Keeping the Board alerted to forthcoming complex, contentious or sensitive issues affecting the Group.
  • Providing information and advice on succession planning, to the Chairman, the Nomination Committee, and to members of the Board, particularly in respect of Executive Directors and senior management.
  • Setting the Group’s culture and values from the top.

Role and responsibilities

  • Chairing board and nomination committee meetings in the absence of the chairman
  • Leading the annual evaluation of the chairman’s performance and feeding back to the board and chairman
  • Leading the succession planning process for the chairman.
  • Acting as a sounding board for the chairman on board and nomination committee matters
  • Being available to shareholders or other stakeholders if they have concerns about the chairman, chief executive officer or chief financial officer, and intervene in any circumstances that arise from such concerns
  • Intervening in, and leading on, settlement discussions relating to any disagreements between the CEO and chairman
  • Calling a meeting of the non-executive directors if, in his reasonable opinion, it is necessary in relation to any of the matters above or otherwise