The Board is led by a Non-Executive Chair and comprises a balanced mix of Executive and Non-Executive Directors (one of whom is appointed Senior Independent Director). Having a diverse Board brings robust governance and ensures that different perspectives, insights, and viewpoints are considered in decision making processes.
Each member of the Board recognises their individual and collective duties to stakeholders (including those arising under s.172 of the Companies Act 2006) and is committed to promoting the long-term success of the Company in accordance with its culture, values and behaviours.
There are certain matters which are deemed significant enough to be reserved for only the Board's decision which are set out in a schedule of Matters Reserved to the Board.Non-Executive Chair
The Chair leads the Board, ensuring its effectiveness while taking account of the interests of the Company’s various stakeholders, and promoting high standards of corporate governance. Key responsibilities include:
- creating a culture of openness and transparency at Board meetings;
- building an effective Board;
- chairing the Board, its Nomination Committee and General Meetings;
- ensuring all Directors effectively contribute to discussions and feel comfortable in engaging in healthy debate and constructive challenge;
- setting the Board’s agenda in conjunction with the CEO and Company Secretary;
- ensuring all Directors receive accurate, timely and clear information;
- promoting effective communication between Executive and Non-executive Directors;
- ensuring an annual evaluation of the Board is conducted and leading the performance evaluation of the Chief Executive and Non-executive Directors and ensuring that Committee Chairs conduct evaluations of their Committees;
- arranging appropriately tailored induction programmes for new Directors, identifying training and development needs for all Directors where appropriate, and encouraging the continued development of the Directors and the Board as a whole; and
- engaging effectively with shareholders and other stakeholders and ensuring that the Board develops an understanding of the view of stakeholdersChief Executive Officer
The Group Chief Executive leads the development of strategy and manages all aspects of the performance and management of the Company with day-to-day responsibility for:
- the effective management of the Company’s businesses;
- leading the development of the Company's strategic direction and implementing the agreed strategy;
- identifying and executing new business opportunities;
- promoting the Company’s culture and behaviours and adhering to the highest standards of integrity and governance;
- managing the Company’s risk profile and implementing and maintaining an effective framework of internal controls;
- developing targets and goals for the executive team and ensuring succession plans for senior management are in place;
- leading in the development of people within the Company;
- ensuring effective communication with shareholders and key stakeholders and regularly updating institutional investors on the business strategy and performance; and
- providing regular operational updates to the Board on all matters of significance relating to the Company’s business or reputation.
Senior Independent Director
The Senior Independent Director responsibilities include:
- providing a sounding board for the Chair;
- acting as an intermediary for the Non-executive Directors, where necessary;
- being available to shareholders should they have any concerns where communication through normal channels has not been successful or where such channels are inappropriate; and
- meet with the Non-executive Directors at least annually when leading the Non-executive Directors appraisal of the performance of the Chair.
The Non-executive Directors bring insight and experience to the Board. They have responsibility for:
- constructively challenging the strategies proposed by the Executive Directors;
- scrutinising the performance of management in achieving agreed goals and objectives;
- devoting time to develop and refresh knowledge and skills, and being well-informed about the Company;
- playing a leading role in the functioning of the Board Committees; and
- meeting with the Senior Independent Director to review the Chair’s performance and other matters.
Approved: 8 November 2023