Division of responsibilities between the Chairman, Chief Executive Officer (CEO) and role of Senior Independent Director

Chairman and CEO responsibilities

1. Reporting Lines

Chairman

Chief Executive Officer

The Chairman reports to the Board.

The Chairman is not responsible for executive matters regarding the Group’s business. Other than the CEO and the company secretary, no executive reports to the chairman, other than through the Board.

The CEO reports to the Chairman (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 him/her.

2. Key Responsibilities

Principal Responsibility

The Chairman’s principal responsibility is the effective running of the Board. The CEO’s principal responsibility is running the Group’s business.

Strategy

The Chairman is responsible for ensuring that the Board as a whole plays a full and constructive part in the development and determination of the Group’s strategy and overall commercial objectives. The CEO is responsible for proposing and developing the Group’s strategy and overall commercial objectives, in close consultation with the Chairman and the Board.

Effective Decision making

The Chairman is the guardian of the Board’s decision-making processes. The CEO is responsible, with the executive team, for implementing the decisions of the Board and its committees.

3. Other Responsibilities

The Chairman is responsible for:

The CEO is responsible for:

3.1
Running the Board

Running the Board and setting its agenda. Providing input to the Board’s agenda from himself and other members of the executive team.

3.2
Setting the Board’s agenda

Ensuring that Board agendas take full account of the important issues facing the Group and the concerns of all Board members. There should be an emphasis on strategic, rather than routine, issues. Ensuring that a dialogue is maintained with the Chairman on the important and strategic issues facing the Group, and proposing Board agendas to the Chairman which reflect these.

3.3
Matters considered by the Board

Ensuring that the Board receives accurate, timely and clear information on:
  • the Group’s performance;
  • the issues, challenges and opportunities facing the Group; and
  • matters reserved to it for decision.
Ensuring that the executive team gives appropriate priority to providing reports to the Board which contain accurate, timely and clear information.

3.4
Compliance with Board procedures

Ensuring, with the advice of the company secretary where appropriate, compliance with the Board’s approved procedures, including the schedule of matters reserved to the Board for its decision and each committee’s terms of reference. Ensuring, in consultation with the Chairman and the company secretary as appropriate, the executive team’s compliance with the Board’s approved procedures, including the schedule of matters reserved to the Board for its decision and each committee’s terms of reference.

3.5
Complex, contentious or sensitive issues

Arranging informal meetings of the directors, including meetings of the non-executive directors at which the executive directors are not present, as required to ensure that sufficient time and consideration is given to complex, contentious or sensitive issues. Ensuring that the Chairman is alerted to forthcoming complex, contentious or sensitive issues affecting the group of which he might not otherwise be aware.

3.6
Board composition

Proposing to the Board, in consultation with the CEO, company secretary and committee chairmen as appropriate:
  • a schedule of matters reserved to the Board for its decision;
  • terms of reference for each Board committee; and
  • other Board policies and procedures.
Providing input to the Chairman and company secretary on appropriate changes to the schedule of matters reserved to the Board and committee terms of reference.

3.7
Succession Planning

In conjunction with the chair of the nominations committee, initiating change and succession planning in Board appointments to retain and build an effective and complementary Board, and to facilitate the appointment of effective and suitable members and chairpersons of Board committees. Providing information and advice on succession planning, to the Chairman, the nomination committee, and other members of the Board, particularly in respect of executive directors.

3.8
Membership of the Board and its committees

Proposing, in conjunction with the nomination committee, the membership of Board committees and their chairpersons. If so appointed by the Board, serving on the nomination committee.

3.9
Communication with shareholders

Ensuring that there is effective communication by the Group with its shareholders, including by the CEO, Chief Financial Officer and other executive management, and ensuring that members of the Board develop an understanding of the views of the major investors in the Group. Leading the communication programme with shareholders.

3.10
Board Induction

Taking the lead in providing a properly constructed induction programme for new directors, facilitated by the company secretary. Commenting on induction programmes for new directors and ensuring that appropriate management time is made available for the process.

3.11
Development

Taking the lead in identifying and seeking to meet the development needs both of individual directors and of the Board as whole, assisted by the company secretary. Ensuring that the development needs of the executive directors and other senior management reporting to him are identified and met.

3.12
Performance of the Board

Ensuring that the performance of the Board as a whole, its committees, and individual directors is formally and rigorously evaluated at least once a year. Ensuring that performance reviews are carried out at least once a year for each of the executive directors. Providing input to the wider board evaluation process.

3.13
Corporate Governance

Promoting the highest standards of integrity, probity and corporate governance throughout the Group and particularly at Board level. Promoting and conducting the affairs of the Group with the highest standards of integrity, probity and corporate governance.

3.14
Culture

Leading the development of an appropriate culture by the Board as a whole. Overseeing the adoption of the agreed culture in the day-to-day management of the business.

Role of Senior Independent Director

The Senior Independent Director’s role is to:

  • provide a sounding board for the Chairman;
  • serve as an intermediary for the other directors when necessary; and
  • to lead the annual evaluation of the Chairman’s performance together with the other Non-Executive Directors, taking into account the views of the other Non-Executive Directors and the Executive Directors.

The Senior Independent Director is available to shareholders if they have concerns which contact through the normal channels of Chairman, Chief Executive or other Executive Directors has failed to resolve or for which such contact is inappropriate.