The Board is collectively responsible to the Company’s shareholders for the long-term success of the Group and for its overall strategic direction, its values and its governance. It provides the leadership necessary for the Group to meet its business objectives within the framework of its internal controls, while also discharging the Company’s obligations to its shareholders.
The Board has reserved to itself certain key matters on which it alone may make decisions. These include the Group’s business strategy, its budget, dividends, and major corporate activities. The Board is also responsible for reviewing the Company’s risk management and internal controls systems and governance framework and for approving the Standards of Business Conduct and other Group policies. Additional matters addressed annually by the Board and its key activities during the year are specified in the Corporate Governance Statement in the Annual Report for the year under review.
The Board and its Committees receive high quality, up-to-date information for review in good time ahead of each meeting to enable them to discharge their responsibilities. There is open communication between senior executive management and Board members. All Directors have access to the advice and services of the Company Secretary, the appointment and removal of whom is a matter for the Board.
Directors are entitled, in furtherance of their duties, to take independent professional advice at the Company’s expense.
The Non-Executive Directors, led by the Senior Independent Director, Sir Nicholas Scheele, meet without the Executive Directors present at least annually and on such other occasions as they require.
Evaluation of Board performance
The Main Board conducts a critical evaluation of its activities on an annual basis. The evaluation is facilitated either by the Company Secretary or, at least once every three years, by an external facilitator. A questionnaire-based peer review of the performance of the Chairman, the Executive Directors, the Non-Executive Directors, the Main Board and its Committees is conducted, and this may be followed, if necessary, by separate interviews with each Director to allow a further opportunity to explore particular areas in more detail.
- The results of the review of the Main Board and its Committees are discussed with the Chairman and presented to the Main Board.
- The results of the review of individual performance of each Director (excluding the Chairman) are raised by the Chairman with that Director, as appropriate.
- The results of the Chairman’s performance are discussed by the Non-Executive Directors without the Chairman present and feedback is given by the Senior Independent Director on a one-to-one basis.
The Chairman also discusses the effectiveness and performance of the Non-Executive Directors annually immediately before they make themselves available for reappointment.
Role of the Management Board
The Management Board has responsibility for overseeing the implementation by the Group’s operating subsidiaries of the policies and strategy set by the Main Board, and for creating the conditions for their successful day-to-day operation. The Management Board meets at least nine times a year.