Governance Policies

Directors' Responsibilities

  • Board responsibilites

    The Board of Directors has collective responsibility for the overall leadership of the Company, for setting the Company’s values and culture and approving its strategic aims and objectives. It has a duty, as set out in Section 172 of the 2006 Companies Act, to promote the success of the business by considering the impact of any decisions on its various stakeholders.

    A Schedule of Matters Reserved for the Board has been adopted. It is reviewed annually and matters which the Board considers suitable for delegation are contained in the Terms of Reference of its Committees with ultimate responsibility remaining with the Board. Key responsibilities include the oversight and/or approval of:

    • Company operations, strategy and management, including approval of annual operating and capital expenditure budgets and any material changes to them
    • Corporate structure and capital changes
    • Acquisitions or disposals of property
    • Major capital projects or contracts which are material strategically
  • Key responsibilities of the Chairman

    • Provide coherent leadership to the Board
    • Set the agenda, style and tone of Board discussions to promote effective decision making and constructive debate
    • Ensure constructive relations between the Executive and Non-Executive Directors
    • Ensure new Directors participate in a full, formal and tailored induction programme facilitated by the Company Secretary
    • Ensure the development needs of the Board and its Directors are identified and, with the Company Secretary having a key role, that these needs are met
    • Ensure the performance of the Board, its Committees and individual Directors is evaluated at least once a year with the support of the Senior Independent Director
    • Ensure effective communications with shareholders and communicate their views to the Board
    • Promote the highest standards of integrity, probity and corporate governance
    • Ensure an appropriate balance is maintained between the interest of shareholders and other stakeholders
  • Key responsibilities of the CEO

    • Lead the Executive Directors and the senior team in the day-to-day running of the Company
    • Develop the Company's objectives and strategy having regard to the Company’s responsibilities to its shareholders, customers, employees and other stakeholders
    • Successful achievement of objectives and execution of approved strategy and effective implementation of Board decisions
    • Manage the Company's risk profile, and internal controls in line with the extent and categories of risk identified as acceptable by the Board
    • Recommend to the Board budgets and financial projections and ensuring their achievement following Board approval
    • Optimise as far as reasonably possible the use and adequacy of the Company's resources
    • Identify and execute acquisitions and disposals
    • Develop policies for Board approval and implementation and ensure all policies and procedures are followed and conform to the highest standards
    • Make recommendations to the Remuneration Committee on employee Remuneration Policy
    • Make recommendations to the Nomination Committee on the role and capabilities required in respect of the appointment of Executive Directors
  • Role of the Senior Independent Director ('SID')

    • Acts as a sounding board for the Chairman, providing support in delivering objectives
    • Serves as an intermediary for the other Directors and shareholders
    • To be available to shareholders and other Non-Executive Directors to address any concerns or issues outside of alternative channels
    • Leading the process to review the Chairman's performance
  • Role of desNED

    • To engage with the Company's workforce to better understand their views
    • To facilitate the employees' voice within the Boardroom