High standards of corporate governance are vital in underpinning our long-term growth.
The Board believes that having a robust governance framework also fundamentally supports our determination to operate as a sustainable and responsible business.
Our governance framework
The Board is made up of the Chair, the Senior Independent Director, four other independent Non-Executives and two Executive Directors. The General Counsel and Company Secretary supports the work of the board, providing information and advice on legal, compliance and other regulatory issues.
Key matters that our Board addresses include:
- Determining the strategic development of the Group
- Overseeing the implementation of the strategy
- Establishing and promoting our purpose and values
- Making sure the Group’s obligations to shareholders and stakeholders are understood and met
- Monitoring our culture and ensuring our workforce enjoy conditions that are consistent with our values
- Maintaining risk management controls
- Setting our overarching sustainability strategy and measuring performance against targets.
The Chair – is responsible for leading the Board, ensuring it runs effectively, setting its agenda and making sure it has enough time to address key issues, particularly regarding our overall strategic aims.
The Group CEO – oversees the day-to-day operations of the company and is responsible for implementing our strategy, acting as a link between the Board and our operational management teams.
Deputy Group CEO and CFO – supports the CEO in all aspects of his work and is responsible for the Group’s financial performance.
Non-Executive Directors – provide independent oversight of the executive team, challenging constructively, advising on strategy and scrutinising performance.
Designated Non-Executive Director for workforce engagement (ENED) – has the task of bringing the concerns and ideas of colleagues to the Board’s attention so they are properly reflected in our decision making.
Senior Independent Director (SID) – deputises for the Chair when necessary and acts as an intermediary between him and the rest of the Board and shareholders. The SID also hosts an annual meeting of all the Non-Executive Directors and leads the evaluation of the Chair’s performance.
The General Counsel and Group Company Secretary supports the Chair, makes sure the Board has the right information to perform its role, and provides legal and corporate governance advice to make sure we meet all relevant statutory and regulatory requirements.
The Group Executive Committee meets every month to co-ordinate the operations of the Group. Any significant operational or sector issues are reported to the Board ahead of its meetings and to Non-Executives swiftly if they arise between meetings.
The key responsibilities of the Group Executive Committee include:
- Supporting the CEO in running the business and delivering the Group’s strategy
- Developing and implementing our strategic goals on a day-to-day basis, drawing up operational plans, budgets and supporting policies
- Monitoring the performance of the business both internally and against competitors in our sector
- Making sure that we manage risk rigorously
The Board has three main committees. Both the Board and the committees have a full forward agenda of meetings planned throughout the year to ensure sufficient time is set aside for their work and that we strike the right balance in considering strategic, operational, financial and corporate governance issues.
- Terms of Reference
- Section 172