The role of the Board

Providing strategic direction

The Board is collectively responsible to shareholders of the Company for its performance and for the Group’s strategic direction, its values and its governance. It provides the leadership necessary for the Group to meet its performance objectives within a robust framework of internal controls.

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, internal controls 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 Governance section in the Annual Report. Matters reserved for the Board can be found here.

The Non-Executive Directors, led by the Senior Independent Director, meet without the Executive Directors present at least annually and on such other occasions as they require.

The roles and primary responsibilities of the Chairman, Chief Executive and Senior Independent Director are as follows:

Chairman

The Chairman creates the conditions for overall Main Board and individual Director effectiveness. He or she is responsible for leadership of the Main Board, for ensuring its effectiveness on all aspects of its role and for facilitating the productive contribution of both Executive and Non-Executive Directors.

He or she sets the agenda for Board meetings in consultation with the Chief Executive and the Company Secretary. The Chairman is also responsible for ensuring that the interests of the Company's shareholders are safeguarded and that there is effective communication with them. The Chairman is accountable to the Main Board for leading the direction of the Group's corporate and financial strategy and for the overall supervision of the policies governing the conduct of the Group’s business.

Senior Independent Director

The role of the Senior Independent Director (“SID”) is to act as a sounding board and support for the Chairman and serve as an intermediary where necessary for the other Directors. The SID’s specific duties and responsibilities are to:

  • lead the evaluation of the Chairman on behalf of the other Directors;
  • preside at meetings of the Main Board and shareholders in the absence of the Chairman;
  • chair the Nominations Committee when it is considering the succession of the Chairman; and
  • be available to shareholders if they wish to convey concerns to the Main Board other than via the Chairman or Executive Directors.
Chief Executive

The Chief Executive has overall responsibility for the performance of the Group’s business. He or she provides leadership to the Group to enable the successful planning and execution of the objectives and strategies agreed by the Main Board. He or she is also responsible for stewardship of the Group’s assets and, jointly with the Chairman, for representation of the Group externally.

Evaluation of Board performance

The Main Board conducts an annual evaluation of its activities. This is facilitated either by the Company Secretary or, at least every three years, by an external facilitator. The process includes a peer review of the performance of the Chairman, the Executive Directors, the Non-Executive Directors, the Main Board and its Committees. The Chairman also discusses the effectiveness and performance of the Non-Executive Directors annually.

  • 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.

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.

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