Corporate governance

The Chair is responsible for leadership of the Board and ensuring its effectiveness in all aspects of its role.

In particular, he:

• Is the principal spokesman for the Board
• Ensures the effective operation of the Board and its committees and that they maintain high standards of corporate governance
• Sets the Board’s agenda and ensures that adequate time is available for discussion of all agenda items, in particular, strategic issues and for effective decision-making
• Sets the style and tone of Board discussions to promote a culture of openness and beneficial debate, facilitating the effective contribution of non-executive directors in particular, ensuring constructive relations between executive and non-executive directors and maintaining a unitary Board
• Ensures effective communication with shareholders and other stakeholders and that the company’s obligations to and interests of its stakeholders, in particular customers and regulators, are known and understood by the Board
• Meets regularly with and provides overall support and advice to the CEO, including in the development of strategy
• Ensures that new directors receive a full, formal and tailored induction on joining and regularly reviews and agrees with directors on their training and development needs. This includes updating their skills and knowledge of the company and having appropriate access to its operations and staff
• Ensures that directors are receiving complete, accurate, reliable, timely and clear information, and gives direction to the Company Secretary for good information flows within the Board and its committees and between senior management and non-executive directors

Oversees the formal and rigorous annual evaluation of the performance of the Board, its main committees and individual directors and acts appropriately on the results.

The Chief Executive Officer is responsible for the leadership and management of the business, under express or implicit delegation from the Board. In particular, and in liaison with the Chair as appropriate, he:

• Is the principal spokesman for the business
• Develops strategy proposals for recommendation to the Board and ensures that adopted strategies are implemented and reflected in the business
• Develops annual plans, consistent with the agreed strategies, for endorsement by the Board
• Ensures that appropriate resources are available to enable the company to implement its plans and achieve the intended outcomes
• Develops and oversees the organisational structure, processes and systems to ensure the efficient operation of the business
• Is accountable to the Board for the performance of the business and its consistency with agreed strategies and plans
• Is accountable to the Board for the flow of complete, accurate, reliable, timely and clear information
• Leads and encourages the Executive Management Team, including their development and appraisals, and ensures that regular and appropriate planning is undertaken and that plans are in place for orderly succession to senior management positions, so as to maintain an appropriate balance of skills and experience within the company
• Ensures delivery of effective communication with shareholders and other stakeholders and the research to enable the company’s obligations to and interests of its stakeholders, in particular customers and regulators, to be known and understood
• Develops and maintains an effective framework of internal controls over risk in relation to all business activities
• Ensures that capital investment proposals are reviewed thoroughly, that associated risks are identified and that appropriate action is taken to obviate, mitigate or manage those risks
• Assists with the full, formal and tailored induction of new directors on joining and in updating their skills and knowledge of the company, including enabling appropriate access to its operations and staff

Establishes and maintains a close relationship of trust with the Chair, reporting key developments to him in a timely manner and seeking his advice and support as appropriate.