Roles of the Chair and Chief Executive Officer

As approved by the Board on 6 September 2024

There should be a clear division of responsibilities between the Chair and the Chief Executive Officer (“CEO”).

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.

The Effective Chair:

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 and constructive relationships based on trust, mutual respect and open communication, both inside and outside the boardroom, between Non-Executive Directors and the Executive Directors;
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 Corporate Governance Code wherever possible;
demonstrates objective judgement throughout their tenure and promotes a culture of openness and debate and facilitate constructive board relations and the effective contribution of all Non-Executive Directors;
ensures that an appropriate balance is maintained between the interests of shareholders and other stakeholders (employees, customers, suppliers and the community);
ensures the long-term sustainability of the business;
ensures clear structure for and the effective running of Board committees;
ensures effective implementation of Board decisions;
ensures the continual improvement in quality and calibre of the executives;
establishes a close relationship of trust with the CEO, acting as a general advisor to the CEO 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 and all stakeholders.

Chief Executive Officer

The Chief Executive Officer (“CEO”) is responsible for:

all executive management matters affecting the Group and all members of the executive management team who report either directly or indirectly to the CEO.
implementing the decisions of the Board and its Committees and ensuring the Board knows the views of the Executive Directors’ and the senior executive team on business issues whilst providing a balanced explanation of any divergence of view in the executive team.
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;
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;
examining all trade investments and major capital expenditure proposed by subsidiary companies and the recommendation to the Group Board of those which, in a group context, are material either by nature or cost;
identifying and executing acquisitions and disposals, new business opportunities outside the current core activities and approving major proposals or bids;
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;
setting an example to the Group’s employees and is responsible for communicating to them the Board’s expectation in relation to the Group’s culture, values and behaviour;
ensuring effective communication with shareholders; 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 decisions made by the Board and its Committees;
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 executive team, including clear delegation of authorities;
ensuring, with the assistance of the Company Secretary, that the executive team complies with the terms on which matters are delegated by the Board, and the terms of reference of Board Committees, and to ensure matters outside the authority of the executive team are escalated to the Board;
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;
providing input to the Board's agenda from himself and other members of the executive team;
together with the Chair, 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 Chair informed on all important matters including potentially complex, contentious or sensitive issues affecting the Group.

Any amendments to this statement are a matter reserved to the Board for its decision.