The Board is responsible to the shareholders for the overall conduct of the Group’s business and for the long-term success of the Company. The Board has established the corporate governance values of the Company and will continue to have overall responsibility for setting the Company’s strategic aims, defining the business plan and strategy and managing the financial and operational resources of the Company.
Each of the Directors demonstrates commitment to their respective roles and has sufficient time to meet their commitment to the Company. The Non-Executive Directors’ other significant commitments were disclosed to the Board before their appointment.
Role of Executive Directors
The Executive Directors are responsible for all matters affecting the performance of the Group and for the implementation of strategy, policies, budgets and the financial performance of the Group. The Executive Directors provide specialist knowledge and experience to the Board and successfully lead and manage the risk and finance functions across the Group.
Role of Non-Executive Directors
The Non-Executive Directors are responsible for providing constructive challenge and help develop proposals on strategy. They provide an external focus to the Board’s discussions and continually review Management’s performance.
Each Non-Executive Director has been appointed for fixed periods of three years, subject to confirmation by shareholders. Their letters of appointment may be inspected at the Company’s registered office or can be obtained on request from the Company Secretary. The Board has not appointed a Senior Independent Director, as this provision is not considered to be appropriate due to the relatively small size of the Board and the fact that the Board only includes one independent Non-Executive Director. The Non-Executive Directors are available to shareholders if they have any concerns, which contact through the normal channels of chairman or other executive directors has failed to resolve or for which such contact is inappropriate.
The Chairman is responsible for the proper function of the Company’s Board of Directors who oversee the strategic direction of the Group. He set the board meeting agendas with the Company Secretary, to ensure that the Board devotes its attention to the right matters, and facilitates and encourages active engagement and appropriate challenge by all Directors.
The Chairman of the Company is a non-independent executive. The Board believes, however, that it combines a broad range of skills, experience and personalities which secures the necessary level of challenge and insight to enhance executive performance.
The Company Secretary acts as secretary to the Board and to its Committees. He ensures that all Directors have full and timely access to all relevant information to ensure that fully informed decisions can be reached. He is also responsible for ensuring that correct Board procedures are followed and for advising on governance matters and ensures good information flows within the Board and its Committees and between Senior Management and the Non-Executive Directors. The Company Secretary supports the Chairman in setting the agenda for each Board meeting. The appointment and removal of the Company Secretary is a matter for the Board as a whole.