Division of Responsibilities between the Chairman and Chief Executive Officer

As approved by the Board on 26 July 2017

Chairman

The Chairman is pivotal in creating the conditions for overall Board and individual Director effectiveness, both inside and outside the boardroom. Specifically, it is the responsibility of the Chairman to:

  • run the Board and set its agenda. The agenda should take full account of the issues and the concerns of all Board members. Agendas should be forward-looking and concentrate on strategic matters rather than formulaic approvals of proposals which can be the subject of appropriate delegated powers to management;
  • ensure that the members of the Board receive accurate, timely and clear information, in particular about the Company’s performance, to enable the Board to take sound decisions, monitor effectively and provide advice to promote the success of the Company;
  • ensure effective communication with shareholders and ensure that the members of the Board develop an understanding of the views of the major investors;
  • manage the Board to ensure that sufficient time is allowed for discussion of complex or contentious issues, where appropriate arranging for informal meetings beforehand to enable thorough preparation for the Board discussion. It is particularly important that Non-Executive Directors have sufficient time to consider critical issues and are not faced with unrealistic deadlines for decision-making;
  • take the lead in providing a properly constructed induction programme for new directors that is comprehensive, formal and tailored, facilitated by the Company Secretary;
  • take the lead in identifying and meeting the development needs of individual Directors, with the Company Secretary having a key role in facilitating provision. It is the responsibility of the Chairman to address the development needs of the Board as a whole with a view to enhancing its overall effectiveness as a team;
  • ensure that the performance of individuals and of the Board as a whole and its committees is evaluated at least once a year;
  • hold a meeting, which will not be a formal decision-making meeting, with non-executive directors without executives present to fulfil the requirements of paragraph 1.3 of the Combined Code;
  • encourage active engagement by all the members of the Board; and
  • ensure the chairmen of Board committees are available to answer questions at the Annual General Meeting and that all Directors attend.

The effective Chairman:

  • upholds the highest standards of integrity and probity;
  • sets the agenda, style and tone of Board discussions to promote effective decision-making and constructive debate;
  • promotes effective relationships and open communication, both inside and outside the boardroom, between Non-Executive Directors and executive team;
  • builds an effective and complementary Board, initiating change and planning succession in Board appointments, subject to Board and shareholders’ approval;
  • promotes the highest standards of corporate governance and seeks compliance with the provisions of the Combined Code wherever possible;
  • ensures clear structure for and the effective running of Board committees;
  • ensures effective implementation of Board decisions;
  • establishes a close relationship of trust with the Chief Executive, acting as a general advisor to the Chief Executive and providing support and advice while respecting executive responsibility; and
  • provides coherent leadership of the Company, including representing the Company and understanding the views of shareholders.


Chief Executive

The Chief Executive is responsible for:

  • developing group objectives and strategy for approval by the Board having regard to the Group’s responsibilities to its shareholders, customers, employees and other stakeholders;
  • recommending to the Board an annual budget and five year financial plan and ensuring their achievement following Board approval;
  • the successful achievement of objectives and execution of strategy following presentation to, and approval by, the Board;
  • identifying and executing acquisitions and disposals, approving major proposals or bids;
  • leading geographic diversification initiatives;
  • identifying and executing new business opportunities outside the current core activities;
  • managing the Group’s risk profile, including the health and safety performance of the business, in line with the extent and categories of risk identified as acceptable by the board;
  • ensuring, with the Board, that appropriate internal controls are in place;
  • making recommendations on remuneration policy, executive remuneration and terms of employment of the senior executive team, including the Company Secretary to the Remuneration Committee;
  • making recommendations to the Nomination Committee on the role and capabilities required in respect of the appointment of Executive Directors;
  • providing a means for timely and accurate disclosure of information, including an escalation route for issues; and
  • setting Group policies for management development and succession planning of the senior executive team and approving the appointment and termination of employment of members of that team.

The duties which derive from these responsibilities include:

  • leading the Executive Directors and the senior executive team in the day to day running of the Group’s business, including chairing the Executive Committee and communicating its decisions/recommendations to the Board;
  • ensuring effective implementation of Board decisions;
  • regularly reviewing the operational performance and strategic direction of the Group’s business;
  • regularly reviewing the Group’s organisational structure and recommending changes as appropriate;
  • formalising the roles and responsibilities of the senior executive team, including clear delegation of authorities;
  • supervising the activities of subsidiary companies’ most senior executives;
  • approval of all Group policies and procedures and ensuring that they adhere to and conform to the highest standards;
  • together with the Chairman, providing coherent leadership of the company, including, representing the Group to customers, suppliers, government, shareholders, financial institutions, employees, the media, the community and the public; and keeping the Chairman informed on all important matters.