Roles on the Board

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

Chair

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.

Group Chief Executive

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 Chair 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 Chair.
Should it become necessary, leads an orderly succession process for the Chair.
In the unlikely event that there is a serious failure in Board governance, or where normal Board functioning is seriously impaired or the Chair 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 in relation to the following:
- 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 Chair, 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 Chair 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.