-2.50 p
Business directory

Statement of Responsibilities of the Chairman, Chief Executive and Senior Independent Director

1. Reporting Lines

Chairman

  • The Chairman reports to the board of directors of the Company (the Board).
  • The Chairman is responsible for ensuring that the Board delegates responsibility for executive management to the Chief Executive Officer, whilst retaining sufficient oversight to ensure that the agreed strategy is delivered, objectives are met, and Board decisions are implemented. Other than the Chief Executive Officer and the Company Secretary, no executive reports to the Chairman, other than through the Board.

Chief Executive Officer

  • The Chief Executive Officer reports to the Chairman (acting on behalf of the Board) and to the Board directly.
  • The Chief Executive Officer is responsible for all executive management matters affecting the Company and its subsidiaries (the Group). All members of executive management report, either directly or indirectly, to him.
2. Key Responsibilities

Chairman

  • The Chairman is responsible for the running of the Board.
  • The Chairman is responsible for ensuring that the Board as a whole plays a full and constructive part in the development and determination and approval of the Group’s strategy and overall objectives.
  • The Chairman is the guardian of the Board’s decision-making processes, and for ensuring that the Board reviews the implementation of key decisions.
  • The Chairman is responsible for the overall composition of the Board and will primarily discharge this responsibility though the Nomination Committee

Chief Executive Officer

  • The Chief Executive Officer is responsible for the running of the Group’s business.
  • The Chief Executive Officer is responsible for proposing and developing the Group’s strategy and overall objectives, which he does in close consultation with the Chairman and the Board.
  • The Chief Executive Officers is responsible, with the executive team, for implementing the decisions of the Board and its Committees and delivering against the agreed strategy and objectives.
  • The Chief Executive Officer will give input and advice to the Chairman on all matters concerning Board composition.
3. Key Responsibilities

Chairman

  • Running the Board and setting its 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 issues and important operational matters where the Board can add value.
  • Ensuring that the Board received accurate, timely and clear information on:
    • the Group’s performance;
    • the issues, challenges and opportunities facing the Group; and
    • matters reserved for its decision.
  • Ensuring, with the advice of the Company Secretary where appropriate, compliance with the Board’s approved procedures including the Role of the Main Board and Reserved Matters for the Board approval and each of the Committee terms of reference.
  • Arranging informal meetings of the directors, including meetings of the non-executive directors at which executives are not present, as required to ensure that sufficient time and consideration is given to complex, contentious or sensitive issues.
  • Proposing to the Board, in consultation with the Chief Executive Officer, Company Secretary and Committee Chairs, as appropriate
    • the Role of the Main Board and Reserved Matters for the Board approval;
    • Terms of reference for each Board committee; and
    • Other board policies and procedures.
  • Supporting the Chair of the Nomination Committee in initiating change and succession planning in the Board appointments to retain and build an effective and complementary Board, and to facilitate the appointment of effective and suitable members and Chairs of Board committees.
  • From time to time, consulting with major shareholders directly and ensuring that there is effective communication by the Group with its shareholders, through the Chief Executive Officer, 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 and are informed of shareholder views and concerns.
  • Taking the lead in arranging a properly constructed induction programme for new directors.
  • Taking the lead in identifying and seeking to meet the development needs of both individual directors and the Board as a whole.
  • Ensuring that the performance of the Board as a whole, its committees and individual directors is evaluated at least once a year.
  • Promoting the highest standards of integrity, probity and corporate governance throughout the Group and particularly at Board level.
  • Arranging for the Chairs of the audit, remuneration and nomination committee to be available to answer questions at the AGM and for all directors to attend.

Chief Executive Officer

  • Providing input to the Board’s agenda for himself and other members of the executive team.
  • Ensuring that he maintains a dialogue with the Chairman on the important and strategic issues facing the Group, and proposing Board agendas to the Chairman which reflect these.
  • Ensuring that the executive team gives appropriate priority to providing reports to the Board which contain accurate, timely and clear information, particularly in relation to:
    • the Group’s performance;
    • the issues, challenges and opportunities facing the Group; and
    • matters reserved for its decision.
  • Ensuring, in consultation with the Chairman and Company Secretary as appropriate, that he and the executive team comply with the Board’s approved procedures, including the Role of the Main Board and Reserved Matters for the Board approval and each of the Committee terms of reference.
  • Ensuring that the Chair is alerted to forthcoming complex, contentious or sensitive issues affecting the Group of which he might not otherwise be aware.
  • Providing input to the Chairman and Company Secretary on appropriate changes to the Role of the Main Board and Reserved Matters for the Board approval.
  • Providing information and advice on succession planning to the Chairman and the Nomination Committee, and other members of the Board, particularly in respect of executive directors.
  • Leading the communication programme with shareholders.
  • Commenting on induction programmes for new directors and ensuring that appropriate management time is made available for the process.
  • Ensuring that the development needs of the executive directors and other senior management reporting to him are identified and met.
  • 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.
  • Promoting, and conducting the affairs of the Group with the highest standards of integrity, probity and corporate governance.
  • Arranging for the executive directors and other appropriate senior management team members to attend the AGM.

 

The role of the Senior Independent Director

The Senior Independent Director will be specifically responsible for:

  • Giving support to the Chair on governance issues;
  • Being available to shareholders if they have concerns which contact through the normal channels of Chairman or Chief Executive Officer has failed to resolve; and
  • Convening meetings of the non-executive directors at least annually in order to appraise the performance of the chairman – taking into account the views of the executive directors.

     

Approved by the board of directors of Headlam Group plc on 18 December 2018