Role Profiles

Role Profile - Chair

Role Purpose:

To be responsible for leadership of the Board and ensuring its effectiveness in all aspects of its role.

Main Responsibilities:

Board Leadership:

The Chair is responsible for setting a board agenda primarily focused on strategy, performance, value creation, culture, stakeholders and accountability, and ensuring that issues relevant to these areas are reserved for board decisions.

Create the conditions for overall Board and individual Director effectiveness, setting clear expectations concerning the style and tone of Board discussions, ensuring the Board has effective decision-making processes and applied sufficient challenge to major proposals.

Shape the culture of the boardroom by promoting a culture of openness and debate.

Responsibility for encouraging all Board members to engage in board and committee meetings by drawing on their skills, experience and knowledge;

Fostering relationships based on trust, mutual respect and open communication – both in and outside the boardroom – between non executive directors and the executive team.

Regularly hold meetings with the Non Executive Directors without the Executive Directors being present.

Developing a productive working relationship with the chief executive officer, providing, support and advice, while respecting executive responsibility.

Board Induction Evaluation and Development:

Make certain that all Directors are aware of their responsibilities.

Ensure that the Directors continually update their skills and the knowledge and familiarity with the Company required to fulfil their role.

Provide guidance and mentoring to new directors as appropriate.

Lead the annual board evaluation, with support from the senior independent director as appropriate, and acting on the results.

Consider having regular externally facilitated board evaluations.

Relationship with Shareholders and other stakeholders:

Ensure that the Directors receive accurate, timely and clear information and ensure that the Board has effective communications with all of the Company’s key stakeholders: including its shareholders, employees, customers and regulators.

Role Profile – Senior Independent Director

Role Purpose:

To support the Chair in providing leadership to the organisation whilst acting as a sounding board to the Chair in the execution of his/her role.

Main Responsibilities:

Act as a sounding board for the Chair, providing support for the Chair in the delivery of their objectives.

Lead the annual evaluation of the Chair on behalf of the other Directors.

Be available to meet with Shareholders if they should wish.

Work closely with the Chair, the Group Chief Executive Officer and the other Directors to resolve significant issues.

The Senior Independent Director will also take responsibility for ensuring an orderly succession process and the evaluation of the Chair each year (see below for details of the annual evaluation exercise).

Intervene where appropriate to support Board and Company stability when:

1. There is a dispute between the Chair and Chief Executive;
2. Shareholders or non executive directors have expressed concerns that are not being addressed by the Chair or Chief Executive;
3. The strategy is not supported by the entire Board;
4. The relationship between the Chair and Chief Executive is particularly close;
5. Decisions are being make without the approval of the full Board;
6. Succession planning is being ignored.

Role Profile – Chief Executive Officer

Role Purpose:

To run the Group in accordance with delegated powers set by the Board.

Areas of responsibility:

Be responsible for proposing Company strategy and for delivering the strategy as agreed by the Board.

To support the Chair in ensuring that the appropriate standards of governance permeate through all parts of the organisation and he ensures that the Board is aware of views gathered via engagements between Management and the workforce.

The Group Chief Executive Officer ensures the Board is aware of the views of Senior Management on business issues in order to improve the standard of discussion in the Boardroom and, prior to a final decision on an issue, explain in a balanced way any divergence of view.

Have primary responsibility for setting an example to the Group’s workforce, for communicating to them the expectations in respect of the Company’s culture, and for ensuring that the operation of policies and practices drive appropriate behaviour.

Be responsible for ensuring that Management fulfils its obligation to provide Directors with:

1. accurate, timely and clear information in a form and of a quality and comprehensiveness that will enable it to discharge its duties;
2. the necessary resources for developing and updating their knowledge and capabilities; and
3. appropriate knowledge of the company, including access to company operations and members of the workforce.

Role Profile – Company Secretary

Role Purpose:

To ensure that Board procedures are complied with, advising the Board on all governance matters, supporting the Chair of the Board and each of the Committees, and helping the Board and its Committees to function efficiently.

Areas of responsibility:

Ensuring good information flows within the Board and its Committees and between Senior Management and the Non Executive Directors.

Alongside the Group HR Director:

1. facilitate Board inductions, arrange Board training and assist with directors’ professional development as required;.
2. organise and arrange for the provision of resources to develop and update the Directors’ knowledge and capabilities;.
3. ensure training is delivered in a manner that is appropriate to the particular Director, and which has the objective of enhancing that Director’s effectiveness as a part of the Board or its Committees, consistent with the results of the Board evaluation process;
4. Assist the Chair in establishing the policies and processes the Board needs in order to function properly. Including undertaking periodic reviews of the Board and Company’s governance processes;
5. Take responsibility for concerns raised by the workforce about conduct, financial improprieties or other matters; and
6. Ensure that directors have access to independent professional advice at the companies expense when they judge it necessary to responsibilities their duties, and that committees are provided with sufficient resources to undertake their duties.