Board Roles and Responsibilities

The Chair is responsible for the leadership of the Board, ensuring its overall effectiveness through overseeing high standards of corporate governance, and allowing stakeholder views to be considered as part of the Board’s decision making. The Chair’s role is also to build collaborative relationships and promote debate and openness so as to ensure the effective contribution by all Directors.

The Chief Executive Officer and Company Secretary report directly to the Chair.

A. The Chair is responsible for:

1. Meetings
   • Chairing meetings of the Company’s Board.
   • Running the Board and ensuring its effectiveness in all aspects of its role, including regularity and frequency of meetings.
   • Setting the Board agenda, taking into account the issues and concerns of all Board members. The agenda should be forward looking, concentrating on strategy, performance, value creation, culture, stakeholders and accountability.
   • Ensuring that there is appropriate delegation of authority from the Board to executive management.
   • Ensuring that the Directors receive accurate, timely and clear information, including about the Company’s current performance, to enable the Board to take sound decisions, monitor progress effectively and provide advice, with the aim of promoting the success of the Company.
   • Supporting the Board to ensure that it acts in a way which promotes the success of the Company for the benefit of shareholders, whilst having regard to its wider stakeholders.
   • Managing the Board to allow enough time for discussion of complex or contentious issues. The Chair should ensure that Directors (particularly 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.
2. Directors
   • Facilitating the effective contribution of Non-Executive Directors and encouraging active engagement by all members of the Board.
   • Ensuring constructive relations between the Executive and Non-Executive Directors.
   • Holding meetings with the Non-Executive Directors without the Executives present at least once per year.
3. Inductions, Development and Performance Evaluation
   • Fostering constructive relationships between the Non-Executive Directors and the Executive Directors.
   • Where appropriate, through the Nomination Committee, proposing that new members be appointed to the Board or seeking the resignation of others.
   • Ensuring that new Directors of the Company participate in a full, formal and tailored induction programme.
   • Providing guidance and mentoring to new Directors.
   • Ensuring that the development needs of the Company’s Directors are identified and that any needs identified are met.
   • Ensuring the performance of the Board, its Committees and individual Directors is evaluated at least once a year and acting on the results of such evaluation by recognising the strengths and addressing the weaknesses of the Board.
   • Managing the process of any external Board evaluation, which should happen at least every three years.
   • Summarising the outcomes and actions of the Board evaluation process in the Company’s annual report.
   • Reporting on Board leadership and effectiveness in the annual report.
4. Relations with Stakeholders
   • Ensuring that contact with major shareholders is sufficient to facilitate an understanding of their issues and concerns, in particular with regard to governance, strategy and remuneration.
   • Ensuring that the views of shareholders are communicated to the Board as a whole so that all Board Directors develop an understanding of their views.
   • Ensuring that feedback is sought from the workforce and other stakeholders on the performance of the Board.
   • Ensuring that the Board listens to the views of shareholders and other key stakeholders by ensuring open and effective communication with shareholders.
5. Annual General Meeting
   • Arranging for the Board Committee Chairs to be available to answer questions at the Annual General Meeting and for all Directors to attend.
   • Chairing the Company’s general meetings, including the Annual General Meeting.

B. In addition, the Chair should:

1. Uphold the highest standards of integrity and probity.
2. Set the agenda, style and tone of Board discussions to promote effective decision-making and constructive debate.
3. Promote a culture of openness and debate within the Board meetings by ensuring that no one individual dominates discussions and by supporting the effective contribution of Non-Executives Directors.
4. Ensure that he is fully informed about all issues on which the Board will have to make a decision, through briefings with the Chief Executive Officer, the Company Secretary, and members of the Group Executive Committee, as appropriate.
5. Ensure there is a clear structure for, and oversee the establishment, composition and effective running of, Board Committees.
6. With the Board, ensure that the Group’s culture is aligned with its purpose, values and strategy, and that culture is assessed and monitored at appropriate intervals.
7. Promote effective relationships and open communication between Executive and Non-Executive Directors both inside and outside the boardroom, ensuring an appropriate balance of skills and personalities.
8. Build an effective and complementary Board and, with the Nomination Committee, initiate change and plan succession in Board appointments (except that of a successor as Chair) subject to Board and shareholder approval.
9. With the assistance of the Company Secretary, promote the highest standards of corporate governance, seeking compliance with the UK Corporate Governance Code. If full compliance is not possible, ensure that the reasons for non-compliance are fully understood, agreed by the Board and explained to shareholders.
10. Ensure an appropriate balance is maintained between the interests of shareholders and other stakeholders (clients, employees, suppliers and the community).
11. Establish a close relationship of trust with the Chief Executive Officer, providing support and advice while respecting executive responsibility.
12. Provide coherent leadership of the Company, including, in conjunction with the Chief Executive Officer, representing the Company to customers, suppliers, governments, shareholders, financial institutions, the media, the community and the public.

The Chief Executive Officer is responsible for leadership of the business and is supported in this role by the Group Executive Committee. The Chief Executive Officer leads the development of Group strategy and is ultimately accountable for delivery of the Group’s business plan.

A. The Chief Executive Officer is responsible for the following, within the authority limits delegated to him or her by the Board:

1. Business Strategy and Management
   • Developing Company objectives and strategy for recommendation to the Board, having regard to the Company’s responsibilities to its clients, employees, shareholders and other key stakeholders.
   • The successful achievement of objectives and execution of strategy following presentation to, and approval by, the Board.
   • Reviewing regularly the Group’s operational performance and strategic direction and reporting accurately in agreed formats to the Board and its Committees.
   • Planning people resourcing to ensure that the Company has the capabilities and resources required to achieve its objectives and strategy.
   • In conjunction with the Group Chief Financial Officer, recommending to the Board an annual budget and, if appropriate, a longer-term financial plan, and ensuring their achievement following Board approval.
   • Optimising as far as is reasonably possible the use and adequacy of the Company’s resources.
   • Maintaining a dialogue with the Chair and the Board on important and strategic issues facing the group.
2. Investment and Financing
   • Examining all trade investments and major capital expenditure proposed by any subsidiary company and recommending to the Board those which, in a Group context, are material either by nature or cost.
   • Identifying, recommending to the Board and executing acquisitions and disposals, approving major proposals or bids.
   • Leading geographic diversification initiatives.
   • Identifying, recommending to the Board and executing new business opportunities outside the current core activities.
   • Ensuring that financial results, business strategies and, where appropriate, targets and milestones are communicated to the investment community.
3. Risk Management, Internal Controls and Governance
   • Managing the Company’s risk profile in line with the extent and categories of risk identified as acceptable by the Board and the Audit and Risk Committee.
   • Ensuring appropriate internal controls are in place in relation to the Company’s business activities.
   • Ensuring that succession plans are put in place for members of the Group Executive Committee and other members of senior management (in conjunction with the Nomination Committee) and arranging appropriate development.
   • Overseeing safety management processes, including the system for reporting incidents and safety training programmes.
   • Maintaining high standards of corporate governance.
   • Conducting the Group’s business affairs with the highest standards of integrity and having regard to the Group’s responsibilities.
   • Safeguarding the reputation of the group.
   • Avoiding conflicts of interest.
4. Board Committees
   • Making recommendations on remuneration policy, executive remuneration and terms of employment of members of the Group Executive Committee and all Code Staff.
   • Making recommendations to the Nomination Committee on the role and capabilities required in respect of the appointment of Executive Directors.
5. Communication with Stakeholders
   • At Board meetings report on matters affecting the Group, including all key stakeholders.
   • Providing a means for timely and accurate disclosure of information, including an escalation route for issues.
   • Ensuring open and effective communication with shareholders.
   • Leading the investor relations programme, and ensuring that the Board is made aware of shareholders’ view on relevant issues.
   • Representing the Group externally with key stakeholders.
6. Other
   • Setting Company HR policies, including management development and succession planning for members of the Group Executive Committee and approving the appointment and termination of employment of members of that team.
   • Setting the culture of the Group, ensuring that this is aligned with the Group’s purpose, values and strategy.

B. The duties which derive from these responsibilities include:

1. Leading the Group Executive Committee in the day to day running of the Group’s business, including chairing meetings of the Group Executive Committee and communicating its decisions/recommendations to the Board.
2. Ensuring effective implementation of Board decisions.
3. Regularly reviewing the operational performance and strategic direction of the Group’s business.
4. Regularly reviewing the Group’s organisational structure and recommending changes as appropriate.
5. Formalising the roles and responsibilities of the senior executive team, including clear delegation of authorities.
6. Supervising the activities of subsidiary companies’ most senior executives.
7. Developing senior teams within subsidiaries and ensuring succession planning.
8. Developing the following policies for Board approval and then implementing them:
   • Codes of ethics and business practice;
   • Share dealing code;
   • Diversity, Equity and Inclusion policy;
   • Anti-Slavery & Human Trafficking policy;
   • Anti-Corruption & Bribery and Whistleblowing policy;
   • Health and safety policy, risks and procedures;
   • Communications policy (including procedures for the release of price sensitive information);
   • Investor relations policy;
   • ESG policy
   • Corporate social responsibility policy; and
   • Charitable donations policy.
9. Ensuring that all Group policies and procedures are followed and conform to the highest standards.
10. Establishing a close relationship of trust with the Chair, meeting regularly with him, reporting key developments to him in a timely manner and seeking advice and support as appropriate.
11. Together with the Chair, providing coherent leadership of the Group, including, representing the Group to clients, employees, shareholders, suppliers, government, financial institutions, the media, the community and the public.
12. Alert the Chair to forthcoming complex, contentious or sensitive issues facing the Group.

The SID is an independent Non-Executive Director appointed to, amongst other matters, provide a sounding board for the Chair, act as intermediary for other Directors and play a key role in the relationship between major shareholders and the Board. The SID supports the Chair on all governance issues, including the annual review of Board effectiveness.

A. General Duties and behaviour

1. The SID shall be an independent non-executive director, appointed from the Company’s current Board of Directors.
2. Avoiding conflicts of interest.
3. Providing unbiased advice, perspective and judgement to the Board, whilst monitoring conflicts of interest and compliance with corporate governance guidance.
4. The SID shall have the same legal responsibilities, and owe the same general duties, as any other Director and must have regard to the relevant obligations under law and regulation.
5. The SID should be available to major shareholders if they have a reason for concern that contact through the usual channels of communication has failed to resolve.
6. The SID shall work with the Chair, the other Directors, and / or the Company’s shareholders (as necessary) to resolve any significant issues that arise.
7. It is also expected that the SID shall:
   • Endeavour to command the trust and respect of the other Directors and major shareholders so that they are able to raise any concerns which usual channels have not resolved or for which usual channels may not be appropriate;
   • Promote constructive relations between the Chair and the Non-Executive Directors;
   • Exercise good judgement and manage sensitive situations; and
   • Promote the highest standards of corporate governance and evaluate the impact of decisions on all key stakeholders.
   • Act as a trusted intermediary for other Directors as and when necessary.
   • Maintain stability and cohesion within the Board and the Company, particularly during periods of stress.

B. Board

1. Acts as sounding Board for the Chair and, where required, acts as an intermediary for the other Directors.
2. In the absence of the Chair the SID shall chair meetings of the Board.
3. The SID shall lead meetings, at least annually and on other such occasions as are deemed appropriate, with the Non-Executive Directors without the Chair present to appraise the Chair’s performance, taking into account the views of the CEO, and communicate the results of the evaluation to the Chair.
4. Leads the search for the appointment of the Chair of the Board, in conjunction with the Nomination Committee Chair (where the Chair of the Board does not also act as Chair of the Nomination Committee).

C. Shareholders

1. The SID shall ensure effective communications with a range of major shareholders and other stakeholders, attending meetings where necessary, in order to develop a balanced understanding of their issues and concerns.
2. Available as an additional point of contact for shareholders and other stakeholders if they feel matters raised have not been appropriately dealt with by the Chair of the Board or the Chief Executive Officer.

The role of the NED is to bring external perspective, independent judgement and objectivity to the Board’s decision making and discussion. The NEDs bring a range of skills, expertise and knowledge to the Board, and constructively challenge the Executive Directors. The NEDs are responsible for a range of activities, including monitoring the performance of the Executive Directors, determining appropriate levels of remuneration, ensuring financial controls and risk management systems are robust, as well as challenging and supporting the Executive Directors in the development of the Group’s strategy and objectives.

A. General Duties

It is expected the NEDs will:

1. Bring varied industry and professional background experience, skills and expertise aligned to the needs of the Group’s business and long-term strategic goals.
2. Provide an independent view on the running of the business, governance and best practice for the Board of a UK listed company.
3. Constructively challenge decisions and recommendations, and management in the implementation of strategy within the Group’s system of governance and risk appetite as set by the Board.
4. Avoid conflicts of interest.
5. Support the members of the Group Executive Committee whilst also holding them to account whenever necessary through monitoring the progress made towards achieving the Group’s agreed strategy and objectives.
6. Satisfy themselves on the integrity of financial information and ensure that the Group’s risk management framework is robust and defensible.

The Company Secretary is an officer of the Company who provides the Board with guidance and advice on governance and regulatory matters, under the direction of the Chair, and has a role in ensuring the Board receives adequate and timely information to support its decision making.

Working in conjunction with the Group Chief Financial Officer, the Company Secretary is also responsible for developing and overseeing the Company’s framework for ensuring compliance with relevant governance and regulatory requirements.

The Company Secretary will typically:

1. Advise the Board on all corporate governance matters, facilitate compliance with Board procedures and provide advice and support to the Directors.
2. Provide effective support to the Chair and Non-Executive Directors.
3. Play a role in ensuring the Board receive information in an appropriate and timely manner.
4. Set the agenda for the Board, in consultation with the Chair and others.
5. Ensure the Board considers all matters that are relevant to it and that it has appropriate information to inform consideration of the issues.
6. Support the arrangements for new Director inductions and ongoing training and development of the Board.