Board composition and balance
The Board comprises a Non-Executive Chairman, three Independent Non-Executive Directors and two Executive Directors.Timothy Ingram is retiring as a Director at the conclusion of the AGM on 9 May 2012 and the Board will then comprise the Chairman, four independent Non-Executive Directors, and two Executive Directors.
The posts of Chairman and Group Chief Executive are separated. The Chairman is responsible for the workings and leadership of the Board and for the balance of its membership. The Group Chief Executive is responsible for leading and managing the business within the authorities delegated by the Board.
The Executive Director Board members are Jeremy Helsby, Group Chief Executive, Simon Shaw, Group Chief Financial Officer. The independent Non-Executive Directors members are Martin Angle, Tim Freshwater, Clare Hollingsworth, Timothy Ingram and Charles McVeigh. The Board considers that the Non-Executive Directors are independent of management and have no business or other relationship which could interfere materially with the exercise of their judgment.
Since 1 November 2004, Timothy Ingram has been the Senior Independent Director. Following the AGM on 9 May 2012, Martin Angle will replace him as the Senior Independent Director.
Functioning of the Board
The Directors receive management information, including financial, operating and strategic reports, in advance of Board meetings. The Board receives presentations from non-board members on matters of significance and periodically meetings are held in regional centres to give the Board greater insight into the business in that region. The Group Legal Director and Company Secretary provides the Board with ongoing reports that cover legal and regulatory changes and developments.
The Board has adopted a formal schedule of matters specifically reserved to it for decision making, although its primary role is to provide leadership and to review the overall strategic development of the Group as a whole. In addition, the Board sets the Group’s values and standards and ensures that the Group’s businesses acts ethically and that its obligations to its shareholders are understood and met. The Board is specifically responsible for:
- approval of Group strategy and its budgetary and business plans;
- approval of significant investments, any decision to divest or close any Group business and capital expenditure;
- review of performance, assessed against the Group’s strategy, objectives, business plans and budgets;
- approval of annual and half year results and interim management statements, accounting policies and the appointment and, subject to shareholder approval, remuneration of the external auditors;
- approval of the dividend policy and interim dividends and the recommendation of final dividends;
- changes to the Group’s capital structure and the issue of any securities;
- establishing the Group’s risk appetite, system of internal control, governance and approval authorities;
- executive performance and succession planning, including the appointment of new Directors; and
- determining standard of ethics and policy in relation to business practice, health, safety, environment, social and community responsibilities
The Non-Executive Directors meet separately at least twice each year without the presence of the Executive Directors and also meet at least once a year without the Chairman, at which time the Chairman’s performance is appraised.
The Group Legal Director & Company Secretary is responsible for advising and supporting the Chairman and the Board on company law and corporate governance matters and for ensuring that Board procedures are followed, as well as ensuring that there is a smooth flow of information to enable effective decision making.