Board responsibilities
- Develops, reviews and assesses delivery of the Group’s strategy to generate value for shareholders and contribute to wider society
- Establishes and promotes the Group’s purpose, values and culture
- Reviews and approves the Group’s three-year financial plan and annual budget
- Approves the Group’s Annual Report
- Maintains and reviews the Group’s controls and approves the Group’s material contracts
- Engages with the Group’s shareholders and stakeholders
- Approves the payment of a dividend to shareholders at the half year and full year in line with the Group’s dividend policy
- Ensures that the workforce policies and practices are consistent with the Group’s values and supports their long-term sustainable success enabling the workforce to raise any matters of concern
- Leads the Board and is responsible for its overall effectiveness in directing the Group
- Sets the Board’s agenda and ensures sufficient time allocation to promote a culture of openness and debate to support the Board’s decision making
- Ensures the Board receives accurate, timely and clear information
- Monitors and is aware of the major trends of the Group’s business and promotes accurate communications with shareholders
- Manages the Board’s annual internal review and instructs the Board’s external evaluation process every three years
- Meets with the Non-executive Directors independently of the Executive Directors
- Engages with the Group’s shareholders
- Is a trusted intermediary to support discussions between the Non-executive Directors and Chairman
- Acts as an additional point of contact for shareholders
- Discusses the results of the Chairman’s effectiveness review with the Chairman
- Deputises for the Chairman if the Chairman is temporarily unavailable due to other commitments
- Provide constructive challenge, strategic guidance and specialist advice to the Board and its Committees
- Hold Executive management to account on its deliverables
- Receive the Group’s policies, processes, information and resources they require, including the services of a Company Secretary to function effectively and efficiently
- Devote sufficient time necessary to meet their Board responsibilities
- Note: all Non-executive Directors are considered to be independent
- Responsible for ensuring engagement between the Board and the Group’s workforce
- Holds regular engagement meetings with representatives from the workforce and provides feedback to the Board and its Committees
- Responsible for the day-to-day management of the Group
- Develops the Group’s strategic direction for consideration and approval by the Board
- Represents the Group to key stakeholders including shareholders and customers
- Develops the Group’s annual budget and three-year financial plan for review and approval by the Board
- Has overall responsibility for the Group’s performance
- Enables planning and execution of agreed objectives and strategies
- Leads the Group’s Executive Management Team
Committee responsibilities
- Assists the Board in the effective review of financial performance, internal controls, financial reporting and risk management
- Ensures the integrity of financial statements and any formal announcements relating to financial performance, including review of significant financial reporting judgements
- Approves the Internal Audit function’s annual audit programme to ensure alignment with the Group’s key risks and reviews the effectiveness of the Internal Auditor’s work
- Approves the Internal Audit Charter to ensure it is appropriate to the current needs of the Group
- Makes recommendations to the Board in relation to the appointment, reappointment and removal of the External Auditor, its remuneration and terms of engagement
- Reviews the External Auditor’s independence and objectivity and the effectiveness of the audit process
- Reviews the Group’s policies, including setting the policy to control engagement of the External Auditor to supply non-audit services
- Reports to the Board on any matters requiring Board action, including improvements and remediations
- Reports to the Board on how the Committee has discharged its responsibilities
- Ensures that the remuneration of Directors and senior managers supports the delivery of the strategic objectives of the Group and its long-term sustainable success
- Determines and agrees with the Board the broad policy for the remuneration of the Group’s Executive Directors and the Chairman
- Approves the design of, and determines targets for, relevant performance-related pay schemes for the Executive Directors and Executive Management Team
- Determines whether performance targets have been met
- Reviews the design of all share incentive plans for approval by the Board and shareholders
- Oversees any major changes in employee benefit structures at Group level
- Selects and appoints consultants to provide independent advice to the Committee
- Reviews the structure, size and composition of the Board and its Committees and makes recommendations to the Board on any desired changes
- Reviews the succession plans for the Executive Directors
- Makes recommendations to the Board on suitable candidates to fill vacancies for both Non-executive and Executive Directors
- Ensures the procedure for the selection of new Directors is rigorous and transparent and that appointments are made on merit and against objective criteria
- Reviews potential conflicts of interests of Directors
- Reviews the external commitments of the Directors and the time required to discharge their responsibilities effectively
- Supports the Board Chairman and Committee Chairs in producing and following up on meeting agendas and minutes
- Co-ordinates internal Board and Committee evaluations at the Chairman’s request
- Advises the Directors on their duties under the Companies Act 2006 and corporate governance matters
- Arranges ongoing training for the Board
- Facilitates inductions for newly appointed Non-executive Directors for their onboarding process
