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Corporate Governance

Board operations

Find out more about the operations and responsibilities of the Board:

Roles and responsibilities

The Board is collectively responsible for the long-term success of the Group and for ensuring leadership within a framework of effective controls. The key roles of the Board are:

  • setting the strategic direction of the Group, including consideration of strategic acquisitions;
  • overseeing implementation of the strategy by ensuring that the Group is suitably resourced to achieve its strategic aspirations;
  • encouraging entrepreneurial leadership by providing a framework of prudent and effective controls which enables risk to be assessed and managed;
  • ensuring that the necessary financial and human resources are in place for the Group to meet its objectives;
  • overseeing returns to shareholders and monitoring the share price; and setting and monitoring the Group’s culture, supported by its values, and ensuring alignment with the Company’s purpose and strategy.

All matters are reserved for the Board unless specifically listed in the terms of reference for Committees of the Board or where the Board has delegated authority. A delegated authorities policy and schedule are reviewed by the Board annually.

Chair and Chief Executive

There is a clear separation of the role of the Chair of the Board and the Chief Executive.

David Gosnell, the Chair, is primarily responsible for overall effectiveness of operation, leadership and governance of the Board. The Chair leads the Board, sets the agenda and promotes a culture of open debate between Executive and Non-Executive Directors. The Chair ensures that there is a focus on Board succession plans to maintain continuity of skilled resource and is responsible for CEO succession. The Chair provides advice and acts as a sounding board to the Board and management and has regular contact and interaction with the Group Chief Executive. The Chair ensures effective communication with our shareholders.

Rajiv Sharma, the Group Chief Executive, is responsible for executive management of the Group as a whole. The Group Chief Executive delivers strategic and commercial objectives within the Board’s stated risk appetite and builds positive relationships with all the Group’s stakeholders.

He is supported in decision-making by Jackie Callaway, Chief Financial Officer and fellow Executive Director, and by the GET comprised of senior managers (see Management).

Senior Independent Director (‘SID’)

In his role as the SID, Nicholas Bull provides a ‘sounding board’ for the Chairman and serves as an intermediary for the other Directors when necessary. The SID leads the appraisal of the Chairman’s performance with the other Non- Executive Directors annually. Nicholas is available to shareholders if they have concerns which contact through the normal channels of Chair, Group Chief Executive or other Executive Directors have failed to resolve, or for which such contact is inappropriate.

Non-Executive Directors

The role of the Non-Executive Directors is to contribute to developing our strategy and scrutinise and constructively challenge the performance of management in the execution of our strategy. Non-Executive Directors bring their diverse expertise to the Board and Board Committees and devote such time as is necessary to the proper performance of their duties.

Company Secretary

Stuart Morgan is the Chief Legal & Risk Officer and Group Company Secretary. In his role as Group Company Secretary, Stuart provides support to the Board and ensures information is made available to the Board in a timely manner. The Group Company Secretary supports the Chair on meeting management arrangements including setting the agendas for the Board, administering Board effectiveness reviews, ensuring appropriate Board training and coordinating Board inductions. The Group Company Secretary provides advice on corporate governance matters. All Directors have access to the advice of the Group Company Secretary.

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