Corporate governance

The Board

The Board is responsible for effective leadership and the long-term success of the Group. The Board considers that it comprises an appropriate combination of Executive Directors and independent Non-Executive Directors who together as a unitary Board provide leadership of the Group, establishing the purpose, values and strategy and satisfying themselves that these and the culture are aligned. Directors are expected to display the values and lead by example. No one individual or small group of individuals dominates the Board’s decision-making processes. The Chairman leads the Board. The Non-Executive Directors provide constructive challenge and strategic guidance to the Executive Directors. In addition, they scrutinise and hold to account the performance of management and the Executive Directors.

The Board has delegated certain of its responsibilities to Board Committees in order to provide focus on those matters and allow the Board sufficient time on its agendas to consider strategic operational, financial and governance matters. The principal activities of each of these Committees during the year are set out in their respective reports in the Annual Report.

The decisions which can only be made by the Board are clearly defined in the schedule of matters reserved for the Board.

Schedule of matters reserved for the Board

The matters requiring Board approval include, amongst others:

• the Group’s strategy;
• mergers, acquisitions and disposals of a material size and nature;
• material changes to the Group’s structure and capital;
• the payment of dividends;
• the approval of material Group policies; and
• material contract tenders and material investments.

The Executive Committee

The Executive Committee is chaired by the Chief Executive and ordinarily meets monthly. It oversees the implementation of the Group’s strategy and its operations including, for example, monitoring of business division performance, consideration of government and customers, people, environment, health, safety and wellbeing, IT and Performance Excellence matters.

Group delegations

The businesses are led by the Group Managing Directors, each of whom sits on the Executive Committee. They are responsible and accountable for the performance of the respective business divisions, in line with the Operating Framework and the Group’s Delegations of Authority as well as contributing to the implementation of the strategy set by the Board. Within the business divisions, governance is delegated to the senior leadership teams. In addition, the legal subsidiaries within the business divisions and their holding companies have their own boards of directors to oversee the operational performance of those companies, in line with their statutory duties.

Division of responsibilities

Chairman

Responsible for the effective operation, leadership and governance of the Board

• Chairs Board meetings, Nomination Committee meetings and the Annual General Meeting
• Sets the Board agenda with the Chief Executive and Company Secretary
• Facilitates active engagement by all Directors
• Ensures the Directors receive accurate, timely and clear information
• Sets the tone and style of Board discussions

Chief Executive

Responsible for proposing strategy to the Board and delivering it

• Runs the business
• Ensures the Board is aware of current business issues
• Communicates the Board’s expectations with regard to values, behaviours and culture

Chief Financial Officer

Responsible for the Group’s financial affairs

• Contributes to the management of the Group’s business
• Supports the Chief Executive with the development and implementation of the strategy

Senior Independent Director

Responsible for ensuring that the Chairman’s performance is evaluated

• Acts as a sounding board for the Chairman and supports him in the delivery of his objectives
• Serves as an intermediary with the Chairman for other Directors if necessary
• Maintains a comprehensive understanding of the major issues of shareholders and is available if shareholders have any concerns that they have been unable to resolve through the normal channels

Non-Executive Directors

Responsible for overseeing the delivery of the strategy

• Advise and constructively challenge the Executive Directors
• Scrutinise the performance of management in achieving agreed objectives and goals and monitor the reporting of performance
• Perform their duties diligently and use best endeavours to promote, protect, develop and extend the business of the Group
• Devote time to develop and refresh knowledge and skills

Company Secretary

Responsible for maintaining the governance and listing rules compliance framework

• Supports the Chairman, Chief Executive and Committee Chairs in setting agenda items for Board and Committee meetings
• Assists the Chairman and the Chief Executive in ensuring that the Directors are provided with relevant information in a timely manner
• Organises inductions for new Directors and ongoing training for all Directors
• Advises the Board on developments in corporate governance, legislation and regulation