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Roles on the Board

The roles and responsibilities of the Directors and the Group Company Secretary are described in more detail below:

Chairman

  • 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 Officer 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.

Group Chief Executive Officer

  • 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.

Group Chief Financial Officer

  • 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 Group 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.

Senior Independent Director

  • 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; and
    - will intervene to resolve the issues and restore the Board to effective functioning.

 

Non-Executive Directors

  • 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 members of the Group Executive Committee and the Group Company Secretary.

Group 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 any newly appointed Director.