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:
- 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.
- 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.
- 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.
- 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.
- 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:
- Uphold the highest standards of integrity and probity.
- Set the agenda, style and tone of Board discussions to promote effective decision-making and constructive debate.
- 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.
- 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.
- Ensure there is a clear structure for, and oversee the establishment, composition and effective running of, Board Committees.
- 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.
- 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.
- 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.
- 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.
- Ensure an appropriate balance is maintained between the interests of shareholders and other stakeholders (clients, employees, suppliers and the community).
- Establish a close relationship of trust with the Chief Executive Officer, providing support and advice while respecting executive responsibility.
- 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.