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The Board is responsible for the leadership and direction of the Group and is ultimately responsible to the Company’s shareholders for the Group’s long-term success.

The Board takes the lead in areas such as strategy, financial policy and making sure we maintain a sound system of internal control. By delegating authority to its Committees, the Board directs and reviews the Group’s operations within an agreed framework of controls, allowing risk to be assessed and managed within agreed parameters.

For more information about the key features of our governance structure and how we have applied the principles of the UK Corporate Governance Code (2018) during the latest financial year, head to our Governance Report as published in our latest Annual Reports and Accounts, which sets out in greater detail how the principles and provisions of the Code have been applied and how the Board and its Committees have fulfilled their responsibilities to ensure high levels of governance are in place across the Group.

Roles and Responsibilities

 

The Board

Board Committees




The Board

The Board is responsible for the leadership and direction of the Group, establishing the
Company’s purpose, values and strategy, whilst representing the interests of all material stakeholders.
By delegating authority to its Committees, the Board directs and reviews the Group’s operations within
an agreed framework of controls, allowing risk to be assessed and managed within defined parameters.

The Board delegates the
responsibility for implementing the Group’s business model and day-to-day operational management of the
Group to the Chief Executive Officer, supported by the Chief Financial Officer (CFO), the Chief
Operating Officer (COO) and the senior management team. The Board has direct access to the Company
Secretary, who is responsible to the Board for ensuring that Board procedures are complied with and that
the Board has full and timely access to relevant information.

Board Committees

The Board
has delegated specific responsibilities to its Committees to assist it in successfully performing its
duties.

The Committees discuss and
propose matters to the Board to allow it to make reasoned decisions and if required, appropriate
actions.




 

 

  • Provides overall leadership and governance
  • Sets the Board agenda
  • Promotes a culture of openness, challenge and constructive debate
  • Ensures Directors understand the views of major shareholders and stakeholders
  • Executive management of the Group’s business
  • Develops and implements Group strategy and commercial objectives
  • Leads senior management team in effecting decisions of the Board
  • Communicates with the Board, shareholders, employees and other stakeholders
  • The CFO implements, manages and controls the Group’s financial related activities, including the development of appropriate financial strategies and the management of investor relations
  • The COO is responsible for the effective and efficient management of operations across the Group
  • Scrutinise and constructively challenge the performance of Executive Directors and contribute to setting succession plans and remuneration
  • Senior Independent Director acts as a sounding board for Chairman, appraises his performance, leads the other NEDs, and is a direct contact for shareholders if necessary
  • Provides advice to the Board on all governance and legal related matters, as well as advising directors on their duties
  • Assists with all Board and shareholder meetings and related paperwork
  • Facilitates induction and training programmes for Directors

Key responsibilities

  • Overseeing financial reporting
  • Internal control systems
  • Risk management systems
  • Internal and external audit functions

Key responsibilities

  • Reviewing structure, size and composition of the Board and its Committees
  • Board succession planning
  • Determining the skills and characteristics needed in Board candidates to ensure a diverse skillset
  • Considering stakeholder perspectives when deciding on recruitment processes and selection criteria

Key responsibilities

  • Setting remuneration policy for Executive Directors
  • Operating the Company’s share incentive arrangements
  • Senior management remuneration
  • Oversight of remuneration-related policies

Board Diversity

Strategy
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At a Glance
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Our Board
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