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Responsibility of the Board

Roles, responsibilities and duties within the Board – at a glance summary

The Board as a whole

  • Collectively and equally accountable for running the Group’s affairs
  • Responsible for promoting the success of the business of the Group
  • Reviews key activities of the business at all Board Meetings and at additional meetings when the business requires
  • Responsible for setting the strategy
  • Primary responsibility for leading the Board and ensuring its effectiveness
  • Chairs Board meetings
  • Role and responsibilities are clearly divided from those of the Chief Executive
  • Ensures other Directors make an effective contribution and, through the Company Secretary, that the Directors receive accurate and timely information
  • Particular responsibility for discussing and critically examining proposed strategies
  • The Senior Independent Director’s role includes being a ‘sounding board’ for and intermediary to the Chairman, leading the assessment of the Chairman’s performance and being available to shareholders
  • The role of other Non-Executive Directors includes challenge and contribution to Group strategy, periodically meeting with the Chairman without the Executive Directors present, participation in committees, questioning the delivery of strategic objectives and monitoring operational and financial performance
  • Responsible for implementing the strategy
  • Organic growth and M & A – identifying opportunities and pursuing them to successful completion
  • Have regard to employee interests, fostering of business relationships and impact of operations on the community and environment
  • Approve all of the annual operating plan and capital expenditure budget
  • The Chief Executive is responsible for implementing the strategy and running the businesses in accordance with the policies and plans approved by the Board, leading the executive team, setting the culture and tone from the top for the Group and communications with stakeholders and shareholders
  • Matters that are not specifically reserved for the Board and its Committees under their terms of reference or for shareholders in general meetings are delegated to the Chief Executive.

As at 31 December 2019 the Board comprised:

Chairman Executive Directors

Non-Executive Directors

Philip Lawrence Steve Wilson, Chief Executive  Keith Edelman, Senior Independent Director
  Chris Payne, Chief Financial Officer Amanda Aldridge
    Alison Littley

The Board considers the balance achieved between Executive and Non- Executive Directors to be appropriate and effective for the control and direction of the business going forward.

The Directors bring strong judgement to the Board’s deliberations and the size and balance of skills and experience of the Board are considered appropriate for the requirements of the business and the size of the Company. The Board has considered the independence of the Non-Executive Directors and consider that all three (excluding the Chairman) are independent of management and free from any business or other relationship that could materially interfere with the exercise of independent and objective judgement. In making this determination the Board has considered whether each Director is independent in character and judgement and whether there are relationships or circumstances which are likely to, or could, affect the Director’s judgement.

The Senior Independent Director is available to shareholders if they have concerns which are not resolved through the normal channels of the Chairman, Chief Executive or Chief Financial Officer, or for which such contact is inappropriate. The Chairman and Non-Executive Directors do not participate in any bonus, share option or pension scheme of the Group. They are initially appointed for a three-year term and, subject to review and re-election, can serve up to a maximum of three such terms.

The Board met nine times during 2019 to discuss the latest operating and financial information, key strategic items and other topics requiring discussion or decision. Board papers are issued where possible, a week prior to each meeting to allow adequate consideration of the matters to be discussed. The Board’s meeting agenda is structured to ensure that sufficient time is given to each item under consideration. The Chairman holds meetings of the Non-Executive Directors without the Executive Directors being present on the day of each board meeting and they have additionally met once during 2019. The Non-Executive Directors have also met without the Chairman or the Executive Directors present, led by the Senior Independent Director.

A record of Directors’ attendance at scheduled Board meetings held during 2019 is set out below. Committee meeting attendance is given in the relevant Committee reports.

Directors Role Meetings attended Eligible to attend
Philip Lawrence Non-Executive Chairman 9 9
Steve Wilson Chief Executive 9 9
Chris Payne Chief Financial Officer 9 9
Keith Edelman Senior Independent Director 9 9
Amanda Aldridge Independent Non-Executive Director 9 9
Alison Littley Independent Non-Executive Director 9 9
Former Director
Andrew Eastgate1
Non-Executive Director (stepped down as Director 31/5/19) 3 4

1 Andrew Eastgate was unable to attend one Board meeting due to a prior commitment.

Procedures are maintained by the Board whereby potential conflicts of interests are reviewed regularly. These procedures have been designed so that the Board may be reasonably assured that any potential situation where a Director may have a direct or indirect interest which may conflict, or may possibly conflict, with the interests of the Group are identified and, where appropriate, dealt with in accordance with the Companies Act 2006 and the Company’s Articles of Association. The Board has not had to deal with any conflict during the period.

Directors holding significant commitments outside of the Company are required to disclose them prior to appointment and on an ongoing basis where there are any changes. Actual and potential conflicts of interest are regularly reviewed. Under the Articles of Association, the Board has authority to authorise potential conflicts of interest and to impose any limits or conditions it sees fit. All of the Directors are required to allocate sufficient time to the Group to discharge their responsibilities effectively.

When joining the Board, induction programmes are tailored for each individual Director. A comprehensive information pack is compiled which includes:

  • background information about the Company;
  • briefings on Directors’ duties and responsibilities;
  • information on Board meeting procedures;
  • Board minutes;
  • internal policies;
  • structure charts;
  • matters reserved for the Board;
  • financial budgets;
  • shareholder and other stakeholder feedback; and
  • Committee terms of reference.

The information pack also includes an explanation of the Group’s financing structure, and relevant statutory and regulatory guidance notes, including the Code and the Company’s share dealing policy.

An induction programme will include briefings on general strategy and other matters, site visits, and one-to-one meetings with all relevant colleagues, (including other Directors and members of the Executive Team) as well as with and advisers including the Company’s Stockbrokers and Auditor.

Training and development in the year took various forms, including visits to Group businesses and attendance at courses run by professional bodies on various commercial and regulatory matters. Directors receive regular updates appropriate to the business throughout the year aimed at developing and refreshing their knowledge and capabilities. All Directors are considered to be suitably qualified, trained and experienced so as to be able to participate fully in the work of the Board. To assist with the independent conduct of their function and, if required, in connection with their duties, a process is in place for the Non-Executive Directors to obtain professional advice at the Company’s expense.

The Non-Executive Directors are encouraged to further their knowledge of the Company by spending time with the Executive Directors, the members of the Executive Team and other senior managers on site visits. Non-Executive Directors are also encouraged to engage with people across the business to further enhance their understanding of the business.