The Board

The Board is responsible for effective leadership and the long-term success of the Group. The Board considers that it comprises an appropriate combination of Executive Directors and independent Non-Executive Directors who together as a unitary Board provide leadership of the Group, establishing the purpose, values and strategy and satisfying themselves that these and the culture are aligned. Directors are expected to display the values and lead by example. No one individual or small group of individuals dominates the Board’s decision-making processes. The Chairman leads the Board. The Non-Executive Directors provide constructive challenge and strategic guidance to the Executive Directors. In addition, they scrutinise and hold to account the performance of management and the Executive Directors.

The Board has delegated certain of its responsibilities to Board Committees in order to provide focus on those matters and allow the Board sufficient time on its agendas to consider strategic operational, financial and governance matters. The principal activities of each of these Committees during the year are set out in their respective reports in the Annual Report.

The decisions which can only be made by the Board are clearly defined in the schedule of matters reserved for the Board.


Schedule of matters reserved for the Board


The matters requiring Board approval include, amongst others:

  • the Group’s strategy;
  • mergers, acquisitions and disposals of a material size and nature;
  • material changes to the Group’s structure and capital;
  • the payment of dividends;
  • the approval of material Group policies; and
  • material contract tenders and material investments.