Management and governance
The Board is responsible for providing leadership for the Group. It ensures that the right strategy and controls, together with appropriate financial and human resources, are in place in order to deliver value – to shareholders and to the wider community. It also sets standards for ethical behaviour and for monitoring environmental and health and safety performance.
The role of the Board
The Board formulates strategy and monitors the operating and financial performance of the Group. It operates in accordance with a written schedule of matters reserved to the Board, a copy of which is available on the Role of the Board page|. This schedule is backed by clearly defined written limits of delegated authority across the Group.
Key matters reserved to the Board include:
- authorisation of significant transactions in excess of £150m
- dividend policy
- internal controls and risk management (via the Audit Committee)
- remuneration policy (via the Remuneration Committee)
- shareholder circulars and listing particulars
- matters relating to share capital such as share buybacks and Rights Issues
- treasury policy and significant fundraising
- appointment / removal of Directors and Company Secretary
Board balance and independence
The roles of the Chairman and Chief Executive are split, with clear written guidance to support the division of responsibility. The Chairman is primarily responsible for the effective working of the Board, ensuring that all Directors are able to play a full part in its activities. The Chairman is also responsible for ensuring effective communication with shareholders and making sure that all Board members are aware of the views of major investors.
Robert Noel, as Group Chief Executive, is responsible for all aspects of the operation and management of the Group and its business. His role includes developing, for Board approval, an appropriate business strategy and ensuring that the agreed strategy is implemented in a timely and effective manner.
There exists a strong Non-executive element on the Board which currently consists of the Chairman, three Executive Directors and six Non-executive Directors. Kevin O'Byrne is the Senior Independent Director. The Board regards each of the six Non-executive Directors as being independent and the Chairman was independent at the time of her appointment to that position. The Board is satisfied that no individual or group of Directors has unfettered powers of discretion and that an appropriate balance exists between the Executive and Non-executive members of the Board, while not being so large as to be unwieldy.
Details of the roles, backgrounds and other commitments of the Directors are shown in the Directors’ biographies|. The Chairman holds at least two meetings a year with the Non-executive Directors without Executive Directors being present.