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 Chair of the Board, meet if required, without the Executive Director(s) prior to meetings of the Board.
The Non-Executive Directors, led by the Senior Independent Director, meet without the Chair of the Board present at least annually and on such other occasions as they require.
The roles and primary responsibilities of the Chair of the Board, Senior Independent Director, Chief Executive, and Finance Director are as follows:
Chair of the Board
The Chair of the Board creates the conditions for overall Main Board and individual Director effectiveness. They are 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.
The Chair of the Board sets the agenda for Board meetings in consultation with the Chief Executive and the Company Secretary. They are also responsible for ensuring that the interests of the Company's shareholders are safeguarded and that there is effective communication with them.
The Chair of the Board 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 Chair of the Board 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 Chair of the Board on behalf of the other Directors;
- Preside at meetings of the Main Board and shareholders in the absence of the Chair of the Board;
- Chair the Nominations Committee when it is considering the succession of the Chair of the Board; and
- Be available to shareholders if they wish to convey concerns to the Main Board other than via the Chair of the Board or Executive Director(s).
The Chief Executive has overall responsibility for the performance of the Group’s business and delivery of strategy. They provide leadership to the Group to enable the successful planning and execution of the objectives and strategies agreed by the Main Board. They are also responsible for stewardship of the Group’s assets and, jointly with the Chair of the Board, for representation of the Group externally.
The Financial Director is primarily responsible for the financial and risk matters of the company and is an executive director role. The Finance Director’s specific duties and responsibilities are to:
- Lead the Group in respect of financial matters;
- Plan and execute the Group financial objectives and strategies;
- Ensure the Group’s financial reporting is consolidated and delivered in a timely fashion.
Evaluation of Board performance
The Main Board conducts a critical evaluation of its activities on an annual basis. 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 Chair of the Board, the Executive Director(s), the Non-Executive Directors, the Main Board and its Committees. The Chair of the Board also discusses the effectiveness and performance of the Non-Executive Directors annually.
- The results of the overall evaluation are discussed with the Chair of the Board and presented to the Main Board and each of the Committees in respect of its own performance.
- The results of the review of individual performance of each Director (excluding the Chair’s) are raised by the Chair of the Board with that Director, as appropriate.
- The results of the Chair’s performance is discussed by the Non-Executive Directors without the Chair 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 framework for their successful day-to-day operations. It also has responsibility for creating effective business controls within the delegated authorities specified by the Main Board.
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