The Board provides leadership within a framework of prudent and effective controls. The Board sets the corporate governance values of the Company and has overall responsibility for setting the Company's strategic aims, defining the business plan and strategy, managing the financial and operational resources of the Company and reviewing the performance of the officers and management of the Company's business.The Board is responsible for the Company's objectives and business strategy and its overall supervision. Acquisitions, divestments and other strategic decisions are considered and determined by the Board.
The Board follows internal guidance on the delegation of authority and division of responsibilities between the Chairman, Chief Executive Officer and Senior Independent Director. Among other things, this guidance covers the processes the Board has implemented to undertake its own tasks and activities, the matters the Board has reserved for its own consideration and decision-making, the authorities it has delegated to other parties or committees including the limits on the way in which such parties or committees can execute those authorities, and the relationships between the Board and such parties or committees.
The UK Corporate Governance Code requires that the division of responsibilities between the Chairman and Chief Executive should be clearly established and agreed by the Board.
The Chairman is David McManus. The Chairman reports to the Board and is responsible for the leadership and overall effectiveness of the Board and setting the Board’s agenda. Specific responsibilities of the Chairman include:
The Chief Executive Officer is Bill Higgs. The Chief Executive Officer is responsible for all executive management matters of the Group. He reports to the Chairman and to the Board directly. All members of executive management report directly to the Chief Executive Officer. Specific responsibilities of the Chief Executive Officer include:
The Senior Independent Director is Sir Michael Fallon. The Senior Independent Director is available to shareholders who have concerns that cannot be addressed through the normal channels of the Chairman or the Chief Executive Ofﬁcer. He chairs the Nomination Committee when it is considering succession to the role of Chairman, and acts as a sounding board for the Chairman and an intermediary for other Directors if necessary.