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 Chair 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 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.
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.
The Executive Committee
The Executive Committee is chaired by the Chief Executive and ordinarily meets monthly. It oversees the implementation of the Group’s strategy and its operations including, monitoring of business division performance, consideration of government and customers, and review of safety, people, IT, digital, business assurance and compliance, environment, social and wellbeing matters.
Group delegations
The businesses are led by the Group Managing Directors, each of whom sits on the Executive Committee. They are responsible and accountable for the performance of the respective business divisions, in line with the Operating Framework and the Group’s Delegations of Authority, as well as contributing to the implementation of the strategy set by the Board. Within the business divisions, governance is delegated to the senior leadership teams. In addition, the legal subsidiaries within the business divisions and their holding companies have their own boards of directors to oversee the operational performance of those companies, in line with their statutory duties.
Division of responsibilities
Chair
Responsible for the effective operation, leadership and governance of the Board
Chairs Board meetings, Nomination Committee meetings and the Annual General Meeting
Sets the Board agenda with the Chief Executive, General Counsel and Company Secretary
Facilitates active engagement by all Directors
Ensures the Directors receive accurate, timely and clear information
Sets the tone and style of Board discussions
Chief Executive
Responsible for proposing strategy to the Board and delivering it
Runs the business
Ensures the Board is aware of current business issues
Communicates the Board’s expectations with regard to values, behaviours and culture
Chief Financial Officer
Responsible for the Group’s financial affairs
Contributes to the management of the Group’s business
Supports the Chief Executive with the development and implementation of the strategy
Senior Independent Director
Responsible for ensuring that the Chair's performance is evaluated
Acts as a sounding board for the Chair and supports him in the delivery of his objectives
Serves as an intermediary between the Chair and other Directors if necessary
Maintains a comprehensive understanding of shareholders' concerns and is available to shareholders with concerns that have not been resolved through the normal channels
Non-Executive Directors
Responsible for overseeing the delivery of the strategy
Advise and constructively challenge the Executive Directors
Scrutinise the performance of management in achieving agreed objectives and goals and monitor the reporting of performance
Perform their duties diligently and use best endeavours to promote, protect, develop and extend the business of the Group
Devote time to develop and refresh knowledge and skills
General Counsel and Company Secretary
Responsible for maintaining the governance and compliance framework
Supports the Chair, Chief Executive and Committee Chairs in setting agenda items for Board and Committee meetings
Assists the Chair and the Chief Executive in ensuring that the Directors are provided with relevant information in a timely manner
Organises inductions for new Directors and ongoing training for all Directors
Advises the Board on developments in corporate governance, legislation and regulation
