Board Responsibilities

Board Responsibilities

The Procedure for appointing Directors is detailed in the Nomination Committee section in Board Committees

The Board meets regularly during the year as well as on an ad hoc basis as required.

The Board’s primary role is to provide entrepreneurial 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 it acts ethically and that its obligations to its shareholders are understood and met.

The Board has a formal schedule of matters reserved to it for decision which it reviews and agrees annually but also delegates specific responsibilities to a senior committee, the Senior Executive Board (“SEB”) and certain board committees.

Specific responsibilities reserved for the Board include:

  • Setting and amending the Group’s overall business strategy, strategic business plan and the annual operating budget;
  • Approval of the Annual Report and Financial Statements, interim dividends and recommendation of the final dividend.
  • Approval of any changes to the Company’s capital structure including the raising of additional capital and the purchase of the company’s shares;
  • Approval of any significant changes in accounting policies or practices;
  • Approval of contracts with annual revenue in excess of £5 million;
  • Approval of any investment or disposal of the share capital of another company greater than 5% of the Company’s share capital;
  • Approval of the acquisition of assets with a consideration in excess of £10 million, and any disposal of assets greater than 2.5 million
  • Approval of any capital expenditure in excess of £10 million
  • Major changes in the rules of the Company pension schemes, or changes of trustees or fund management arrangements;
  • Approval of major changes in the rules of the Company pension schemes or fund management arrangements;
  • Approval of changes to the employee share and other incentive schemes and the allocation of executive share options;
  • All Stock Exchange related issues including approval of communications to the Stock Exchange;
  • Establishing Board membership and powers including the appointment and removal of Board members and the Group Company Secretary;
  • Establishing Terms of Reference and membership of the Board committees;
  • Approval of all related party transactions;
  • Setting the remuneration of the auditors and making recommendations for the appointment or removal of auditors;
  • Approving major changes in policy with respect to risks covered by insurance; and
  • Approving all treasury matters including the setting of policies to enter into contracts that are not in the ordinary course of business and authorising bank facilities (including bank borrowing, other loans and internal rate swaps), and approval of all foreign currency transaction in excess of £5million;
  • Overseeing the Group’s main controls and their effectiveness;
  • Other matters including health and safety and risk management.

The Board sets aside at least two consecutive days each year to conduct a review of its strategy, with the SEB and other senior executives in attendance for certain sessions as appropriate.

Directors receive papers several days in advance of Board meetings by means of an electronic Board pad facility, which provides greater flexibility for the Directors to access papers and also have access to the advice and services of the Company’s advisers.

The Board has established a procedure for Directors, if deemed necessary, to take independent professional advice at the Company’s expense in the furtherance of their duties. This is in addition to the access that every Director has to the Group Company Secretary.

The Company Secretary is charged with ensuring that the Board procedures are followed and that good corporate governance and compliance is implemented throughout the Group. Together with the Group Chief Executive and the Group Company Secretary, the Chairman ensures that the Board is kept properly informed and consulted on all issues reserved for it.

The roles of Chairman and Group Chief Executive are separate and clearly defined with the division of responsibilities set out in writing and approved by the Board. The Chairman’s principal responsibilities are to chair the Board and shareholder meetings and to ensure the effective running of the Board. The Group Chief Executive’s principal responsibility is leading the SEB in the day-to-day running of the Group’s business. The Chairman and Group Chief Executive meet regularly between meetings 

In accordance with best practice the Chairman addresses the development needs of the Board as a whole, with a view to developing its effectiveness as a team and ensures that each Director refreshes and updates his or her individual skills, knowledge and expertise.

During the year, the Board conducted a detailed evaluation of its own performance and that of the Audit, Nomination and Remuneration Committees by means of a written questionnaire to ensure that they continue to be effective and that each of the Directors demonstrates commitment to his or her respective role and has sufficient time to meet his or her commitment to the Company. The evaluation focussed on several areas including Board Structure, meeting administration, meetings (and their content), strategy, Board committees, communication and information, and governance. The results of the evaluation were considered and discussed by the Board. Performance evaluations, including skills brought to the Board and the contributions each Director made to it, were carried out for each Director.

The non-executive Directors also held formal meetings to consider the Chairman's performance.

Meetings between the non-executive Directors both with and without the presence of the Group Chief Executive, take place regularly. The Board has arranged to hold Board meetings at Group business locations to help all Board members gain a deeper understanding of the business. This also provides senior managers from across the Group with the opportunity to present to the Board as well as to meet the Directors on more informal occasions. The non-executive Directors are also invited to attend the Group’s Leadership Conference, which is held annually.

Succession planning is a matter for the whole Board rather than for a committee. The Company’s Articles of Association provide that one third of the Directors will seek re-election at the AGM every three years. However, in accordance with the Code, all Directors submit themselves for annual re-election by shareholders. New Directors may be appointed by the Board, but are subject to election by the shareholders at the first opportunity after their appointment.

Following their appointment, a formal comprehensive and tailored induction is given to all Directors, including visits to key locations within the Group and meetings with members of the SEB and other key executives. The induction also covers a review of the Group Governance policies, structures and business, including the details of the risks and operating issues facing the Group.

Although the non-executive Directors are not formally required to meet the shareholders of the Company, their attendance at presentations of the annual and interim results is encouraged.

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Synergy Health Americas Home Office

Synergy Health Americas
12425 Race Track Road
Tampa FL 33626
(USA)

Telephone:+1 (813) 891-9550

 

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