Role of the Senior Independent Director (“SID”)

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.