Roles on the Board

• Leads the Board and ensures that it is effective in all aspects of its role.

• Takes a leading role in determining the structure and composition of the Board, and its capabilities.

• Manages the business of the Board, ensuring that it facilitates the Board to fulfil its role and function and, in doing so, ensuring that: 

- the Directors receive timely, accurate, concise and clear information.

- the Board invests sufficient time on each matter for effective consideration and decision-making, in keeping with the relative importance of each matter and especially for complex or strategically important issues.

• Provides appropriate counsel and support to the Group  Chief Executive whilst respecting executive responsibility.

• Takes a leading role in the development and succession needs of the Board, and the effective performance of each Director, including:

- promoting the effective contribution of the Non-Executive Directors; and
- ensuring that new Directors receive an effective induction.

• Leads the business to develop and deliver the Group’s strategy and business plans as agreed with the Board.

• Provides inspirational leadership across the Group, setting the tone from the top to promote the Company’s values and the highest ethical behaviour by all employees.

• Develops, motivates and retains a strong, professional and internationally-minded senior management team capable of meeting the challenges associated with the Company’s long-term growth strategy.

• Identifies strategic opportunities to enable the Group to grow and differentiate itself, and agrees with the Board a roadmap to realising those opportunities.

• Accountable for the Group’s performance and operational management, including its:
  - operational governance;
  - ethical compass;
  - profitability;
  - competitive market position; and
  - risk management and internal control systems.
• Maintains a close relationship of trust with the Chairman, seeking appropriate counsel and support whilst preserving executive responsibility.
• Leads the executive team, setting a personal example, building team spirit, ensuring clear lines of communication, developing individual and team capabilities, and ensuring that robust succession planning processes are in place.
• Acts as an effective ambassador for the Group, developing and maintaining strong relationships with current and potential customers, and key stakeholders.
• Proactively promotes the Group’s investment case to investors and listens to the views of major shareholders on key issues affecting the Group.
• Communicates both internally and externally the Group’s culture and values, key strategic imperatives and performance of the business, ensuring that a clear sense of purpose is conveyed.

• Provides leadership in the continuous evaluation of short and long-term strategic financial objectives.

• Provides accurate and timely financial information and analysis to ensure performance trends are clear and decision-making is based on rigorous financial analysis.

• Directs and oversees all aspects of the Finance and Accounting functions of the Group including the recruitment and development of the team; responsible for Tax, Treasury and Investor Relations.

• Provides administrative oversight of the Internal Audit function.

• Evaluates and advises the Board on the impact of long range planning, introduction of new programmes / strategies and accounting standards.

• Provides the Executive Committee with advice on the financial implications of business activities.

• Manages processes for financial forecasting, budgets and consolidation reporting.

• Ensures that effective internal controls are in place and ensures compliance with appropriate accounting regulations for financial and tax reporting.

• Acts as a sounding board for the Chairman and assists him in the delivery of his objectives as requested.

• Provides an alternative point of contact for principal shareholders if they have any concerns that are unresolved through normal channels of communication.

• Seeks to maintain a balanced understanding of the views and concerns of principal shareholders.

• Takes a leading role in the performance evaluation of the Chairman.

• Should it become necessary, leads an orderly succession process for the Chairman.

• In the unlikely event that there is a serious failure in Board governance, or where normal Board functioning is seriously impaired or the Chairman is unable to act:
  - will act as an intermediary where necessary;
  - will intervene to resolve the issues and restore the Board to effective functioning.

• Constructively challenge and contribute to the development of the Group’s strategy and business plans.

• Ensure that the Group upholds high standards of integrity and probity with appropriate oversight over the effective embedding of the agreed culture, values, and ethical compass.

• Maintain effective oversight and review of the Group’s performance against agreed goals and objectives, and of the performance of the executive management.

• Maintain an effective understanding and oversight of the Group’s principal risks and the assurance in place around those risks including the results of the internal audit programme.

• Satisfy themselves as to:
  - the integrity of the financial statements and all other formal announcements;
  - whether, taken as a whole, the Annual Report and Accounts is fair, balanced and understandable;
  - whether the Group’s risk management and internal control processes, including those relating to the financial reporting process, are robust and defensible; and
  - whether the Board has robustly assessed the solvency and liquidity risks faced by the Group.

• Taking primary roles in:
  - appointing and, if necessary, removing Executive Directors, and in Board succession planning
  - the Board’s determination of remuneration policy for the Chairman, the Executive Directors, the Executive Committee members and the Company Secretary.

• Responsible for advising the Board on all corporate governance matters.

• Assists the Chairman in ensuring that all Board procedures are followed and that there are good information flows, together with facilitating induction programmes for newly appointed Director