RESPONSIBILITIES As Chair of the Board of Directors, the Chairman shall:
Ensure that the Board addresses the matters that are of strategic and material importance to the future growth and success of the Company.
Ensure that there is appropriate delegation of authority from the Board to executive management including adoption by the Board of a formal schedule of matters reserved to it for decision and setting out clearly and in writing the role and responsibilities of the Chief Executive.
Establish a close relationship of trust with the Chief Executive and Finance Director (and any other Executive Directors), providing support and advice while respecting executive responsibility.
Set the Board’s agenda (primarily focused on strategy, performance, value creation and accountability) and ensure that adequate time is available for discussion of all agenda items, in particular strategic issues.
Ensure that the Board determines the nature and extent of the significant risks that the Company is willing to embrace in implementing its strategy.
Encourage and foster active engagement by all members of the Board by promoting a culture of mutual respect and open communication between all Directors, ensuring that sufficient time is made available for Board matters to be fully discussed, that the viewpoints of all Directors are given adequate consideration and that any requests for clarification or additional information be met in full.
Ensure that the Board receives accurate, timely and clear information that will enable it to conduct its business in an informed manner. The Chairman will ensure that the Board has access to information regarding market communications, financial performance of the businesses, shareholder, legal and operational issues.
In the execution of the Board’s duties, the Chairman will ensure the Board has effective decision-making processes and that a framework of Committees is established with defined powers of authority and appropriately resourced so as to effectively execute their responsibilities.
Manage the Board to ensure sufficient time to be allowed for the discussion of complex or contentious issues, to include arranging informal meetings to enable thorough preparation for the Board discussion. The Chairman shall ensure that nonExecutive Directors have sufficient time to consider critical issues and not be faced with unrealistic deadlines for decision-making.
In liaison with the Company Secretary, take the lead in ensuring a properly constructed formal induction programme for all new Directors be provided, which shall be comprehensive and tailored to cover the key businesses and issues facing the Company.
In close liaison with the Company Secretary, take a lead in identifying and meeting the training and developmental needs of individual Directors.
The Chairman shall ensure that the Company provides the opportunity for Directors to update their skills, knowledge and capabilities to enable effective performance of the Board and its appropriate Committees. This will include the enhancement of the effectiveness of the Board as a team. Establish a process that enables the performance of its individual Directors, the Board as a whole and its Committees are evaluated at least once a year. The Chairman will also ensure that the outcomes of the process are implemented and acted upon.
Consult the Senior Independent Director on Board matters in accordance with the UK Corporate Governance Code.
With assistance from the Company Secretary, promote high standards of integrity, probity and corporate governance throughout the Company and particularly at Board level, seeking compliance with relevant and applicable corporate governance codes and ensuring the reasons for any non-compliance are understood, agreed by the Board and explained to shareholders.
The Chairman shall be the Chairman of the Nomination Committee and shall lead the process for selecting Board appointments and making recommendations to the Board and for building an effective and complementary Board with an appropriate balance of skills and personalities.
The Chairman shall be consulted about the proposals of the Remuneration Committee in relation to the remuneration of Executive Directors.
Ensure effective communication with shareholders and ensure that the Board has a full understanding of the views of major shareholders.
The Chairman shall chair all Board and general meetings of the Company.