Board
The Board of Directors is made up of six
members, comprising a non-executive chairman, two further
non-executive directors and three executive directors. The
non-executive directors are considered by the Board to be
independent of management and free of any relationship which could
materially interfere with the exercise of their independent
judgement. The non-executive directors are considered to
reflect a suitable breadth of skills, knowledge and
experience. D K Nichol is the senior independent
Director.
Biographical details of the directors
currently in office are shown here.
All directors submit themselves for election
by the shareholders at the first Annual General Meeting following
their appointment and for re-election at least once every three
years. Should a non-executive director serve for more than
six years, his re-election would be subject to particularly
rigorous review. Should any director serve for longer than
nine years he would then be subject to annual re-election.
The Board meets regularly during the year as
well as on an ad hoc basis when required. The Board met 10
times during its financial year 2009/10.
The Board is responsible for the overall
direction and management of the Group. The Board’s main roles
are to create shareholder value, to approve the Group’s strategic
objectives and to ensure necessary financial and other resources
are made available to enable these objectives to be 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 and
strategic business plan. 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;
- The approval of financial statements, interim dividends and
recommendation of the final dividend;
- Approval of any significant changes in accounting policies or
practices;
- Financial matters including the Group’s strategy, the approval
of annual budget and financial plans, changes to the Group’s
capital structure, approval of contracts over £3 million annual
revenue, acquisitions and disposals of businesses which are greater
than 5% of the Company’s share capital and significant capital
expenditure over £10 million;
- 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);
- Board membership and powers including the appointment and
removal of Board Members and the Group Company Secretary,
determining the terms of reference of the Board and establishing
the overall control framework;
- 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 grant of executive share options;
- Stock Exchange related issues including the approval of
communications to the Stock Exchange;
- The raising of additional capital and reviewing the Group’s
capital structure;
- Approval of all related party transactions;
- Approval of auditor’s remuneration and recommendations on the
appointment or removal of auditors;
- Overseeing the Group’s main controls and their effectiveness;
and
- Other matters including health and safety policy and risk
management.
Directors receive papers several days in
advance of Board meetings 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 ever director
has access to the Group Company Secretary, who is charged with
ensuring that the Board procedures are followed and that good
corporate governance and compliance is implemented within 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 division of responsibilities between the
Chairman and Group Chief Executive is separate and clearly defined
and is 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.
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. The evaluation focused 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. New directors receive a full and formal
induction.