The role of the Board

The Board has reserved to itself certain key matters on which it alone may make decisions. These include the Group’s business strategy, its budget, dividends and major corporate activities.

The Board is also responsible for establishing and maintaining an effective risk management and internal controls framework, reviewing the Company’s governance framework, and for approving the Standards of Business Conduct and other Group policies.

Additional matters addressed annually by the Board and its key activities during the year are specified in the Governance section in the Company’s Annual Report and Form 20-F. Matters reserved for the Board can be found here.

The Non-Executive Directors, led by the Chair of the Board, meet if required, without the Executive Director(s) prior to or following meetings of the Board.

The Non-Executive Directors, led by the Senior Independent Director, meet without the Chair of the Board present at least annually and on such other occasions as they require.

The roles and primary responsibilities of the Chair of the Board, Senior Independent Director, Chief Executive, and Chief Financial Officer are as follows:

Chair of the Board

The Chair of the Board is pivotal in creating the conditions for overall Board and individual Director effectiveness. The Chair of the Board is responsible for leadership of the Board, for ensuring its effectiveness on all aspects of its role and for facilitating the productive contribution of both Executive and Non-Executive Directors.

The Chair of the Board sets the agenda for Board meetings in consultation with the Chief Executive and the Company Secretary. The Chair of the Board is also responsible for ensuring that the Board understands the views of shareholders, the workforce, customers and other key stakeholders.

The Chair of the Board is accountable to the Board for leading the direction of the Group's corporate and financial strategy and for the overall supervision of the policies governing the conduct of the Group’s business.

Senior Independent Director

The role of the Senior Independent Director (“SID”) is to act as a sounding board and support for the Chair of the Board and serve as an intermediary where necessary for the other Directors. The SID’s specific duties and responsibilities are to:

•  lead the review of the performance of the Chair of the Board on behalf of the other Directors;
•  preside at meetings of the Main Board and shareholders in the absence of the Chair of the Board;
•  chair the Nominations Committee when it is considering the succession of the Chair of the Board; and
•  be available to shareholders if they wish to convey concerns to the Board other than via the Chair of the Board or Executive Director(s).

Chief Executive

The Chief Executive has overall responsibility for the performance of the Group’s business and delivery of strategy. The Chief Executive provides leadership to the Group to enable the successful planning and execution of the objectives and strategies agreed by the Board. The Chief Executive is also responsible for stewardship of the Group’s assets and, jointly with the Chair of the Board, for representation of the Group externally.

Chief Financial Officer

The Chief Financial Officer is primarily responsible for the financial and risk matters of the Company and is an Executive Director role. The Chief Financial Officer’s specific duties and responsibilities include to:

•  lead the Group in respect of financial matters;
•  enable planning and execution of Group financial objectives and strategies;
•  provide information to the Board on the Group’s financial performance.

Board Performance Review

The Board conducts a rigorous performance review of its activities on an annual basis. This is facilitated either by the Company Secretary or, at least every three years, by an external reviewer. The process includes a peer review of the performance of the Chair of the Board, the Executive Directors, the Non-Executive Directors, the Board and its principal Committees. The Chair of the Board also discusses the effectiveness and performance of the Non-Executive Directors annually.

• The overall performance review is discussed with the Chair of the Board and presented to the Board and each of the Committees in respect of their own performance.
• The reviews of individual performance of each Director (excluding the Chair’s) are discussed by the Chair of the Board with that Director, as appropriate.
• The review of the Chair’s performance is discussed by the Non-Executive Directors without the Chair present and feedback is given by the Senior Independent Director to the Chair on a one-to-one basis.

Role of the Management Board

The Management Board has responsibility for overseeing the implementation by the Group’s operating subsidiaries of the policies and strategy set by the Board and for creating the framework for Group subsidiaries’ day-to-day operations.