The Chair reports to the Board and is not responsible for the Executive matters regarding the Group’s business. Other than the CEO and the Company Secretary no executive reports to the Chair other than through the Board or the Committees. The CEO reports to the Chair (acting on behalf of the Board) and to the Board directly. The CEO is responsible for all executive management matters affecting the Group. All members of executive management report, either directly or indirectly, to them.
Chair
The Chair 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 Chair to:
- lead the Board, ensuring its effectiveness in all aspects, including regularity and frequency of meetings;
- set the Board’s agenda taking 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, with the advice of the Company Secretary where appropriate, compliance with the Board's approved procedures, including (i) the schedule of matters reserved to the Board for its decision and (ii) the Terms of Reference of each Committee;
- chair Board and general meetings and those of the Nomination Committee (except those in relation to the appointment of his/her successor);
- ensure that the members of the Board receive accurate, timely and clear information, in particular about the Company’s performance, the issues, challenges and opportunities facing the Group and, matters reserved to it for decision to enable the Board to make sound decisions, monitor these effectively and provide advice to promote the success of the Company;
- develop a productive working relationship with the CEO, providing support and advice, while respecting executive responsibility;
- ensure there is appropriate delegation of authority from the Board to executive management;
- ensure effective communication with shareholders to understand their views on governance and performance against strategy and ensure that the members of the Board develop an understanding of the views of the major investors;
- ensure effective communication with other stakeholders (particularly to ensure that the Board complies with its obligations in relation to Section 172 of the Companies Act 2006);
- maintain sufficient contact with major shareholders to understand their issues and concerns, in particular discussing governance, strategy and remuneration with them;
- ensure that the Board as a whole plays a full and constructive part in the development and determination of the Group's strategy providing an acceptable level of challenge and that there are no “no go” areas preventing directors from operating effective oversight for determining the nature and extent of significant risks that the Company is willing to embrace in implementing its strategy and commercial objective;
- ensure the Board has acceptable oversight of ESG strategy, including climate strategy;
- 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 obtain answers to any questions or concerns they may have, and are not faced with unrealistic deadlines for decision-making;
- ensure the Board is fully informed about all issues on which it will have to make a decision, through briefings with the CEO, the Chief Financial Officer, the Company Secretary, and members of the executive management as appropriate;
- 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 Chair 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;
- act on the results of the Board performance evaluation by recognising the strengths and addressing the weaknesses of the Board and, where appropriate, proposing new members to be appointed to the Board;
- hold a meeting, which will not be a formal decision-making meeting, with Non-Executive Directors without Executive Directors present to fulfil the requirements of the Corporate Governance Code;
- to review periodically, with the assistance of the Company Secretary, whether the Board and the Group’s governance processes are fit for purpose and consider any improvements or initiatives that could strengthen the governance of the Group.
- to lead, with the CEO, the Group’s relationships with governments, authorities and regulators;
- facilitate the effective contribution of Non-Executive Directors and ensure Directors are aware of, and are able to, discharge their statutory duties;
- encourage active engagement by all the members of the Board;
- ensure the Chairs of the Board Committees are available to answer questions at the Annual General Meeting, and that all Directors attend; and
- After reviewing all internal and external options, and in consultation with the Board, to act as CEO in the temporary involuntary absence of disability of the CEO or during any period, including in the event of a crisis, in which the Board has failed to appoint a CEO or temporary CEO.