The Board delivers value for Shareholders, by approving the Group’s strategic objectives and reviewing risk management and internal control systems. The Executive Management Team are responsible for managing all operational aspects of the Group, and key central Group functions.

Board

Nomination
committee

Audit
committee

Remuneration
committee

How the Board works

The Board and its Committees

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.

The Board has established a formal schedule of matters reserved for its approval and has delegated other specific responsibilities to its principal committees: the Audit, Nomination and Remuneration Committees. These are clearly defined within the terms of reference of the respective Committees. The schedule of matters reserved for the Board includes the consideration and approval of:

  • strategy and overall management and leadership of the Group;
  • financial items – including the Group’s annual budget, dividend policy, annual and half-yearly accounts, accounting policies, and monetary limits;
  • the risk management system and internal controls;
  • contracts with third parties not in the ordinary course of business;
  • legal, administration and pension arrangements;
  • the Group’s corporate governance arrangements;
  • the operation of the Company’s share option schemes as recommended by the Remuneration Committee;
  • Directors’ and Officers’ insurance coverage and the commencement or settlement of any litigation;
  • communications with shareholders and the issue of shareholder circulars;
  • Board and senior management appointments and arrangements; and
  • conflicts of interest where permitted by the Company’s Articles of Association.

The Board has also delegated to the Chief Executive Officer the responsibility for implementing the Group’s business model and for the day-to-day operational management of the Group. The Chief Executive Officer is supported in carrying out his responsibilities by the Chief Financial Officer, the Chief Operating Officer 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. The Board may take independent professional advice in the furtherance of its duties if necessary at the Company's expense.