To be responsible for leadership of the Board and ensuring its effectiveness in all aspects of its role.
The Chair is responsible for setting a board agenda primarily focused on strategy, performance, value creation, culture, stakeholders and accountability, and ensuring that issues relevant to these areas are reserved for board decisions.
Create the conditions for overall Board and individual Director effectiveness, setting clear expectations concerning the style and tone of Board discussions, ensuring the Board has effective decision-making processes and applied sufficient challenge to major proposals.
Shape the culture of the boardroom by promoting a culture of openness and debate.
Responsibility for encouraging all Board members to engage in board and committee meetings by drawing on their skills, experience and knowledge;
Fostering relationships based on trust, mutual respect and open communication – both in and outside the boardroom – between non executive directors and the executive team.
Regularly hold meetings with the Non Executive Directors without the Executive Directors being present.
Developing a productive working relationship with the chief executive officer, providing, support and advice, while respecting executive responsibility.
Make certain that all Directors are aware of their responsibilities.
Ensure that the Directors continually update their skills and the knowledge and familiarity with the Company required to fulfil their role.
Provide guidance and mentoring to new directors as appropriate.
Lead the annual board evaluation, with support from the senior independent director as appropriate, and acting on the results.
Consider having regular externally facilitated board evaluations.
Ensure that the Directors receive accurate, timely and clear information and ensure that the Board has effective communications with all of the Company’s key stakeholders: including its shareholders, employees, customers and regulators.
To support the Chair in providing leadership to the organisation whilst acting as a sounding board to the Chair in the execution of his/her role.
Act as a sounding board for the Chair, providing support for the Chair in the delivery of their objectives.
Lead the annual evaluation of the Chair on behalf of the other Directors.
Be available to meet with Shareholders if they should wish.
Work closely with the Chair, the Group Chief Executive Officer and the other Directors to resolve significant issues.
The Senior Independent Director will also take responsibility for ensuring an orderly succession process and the evaluation of the Chair each year (see below for details of the annual evaluation exercise).
Intervene where appropriate to support Board and Company stability when:
To run the Group in accordance with delegated powers set by the Board.
Be responsible for proposing Company strategy and for delivering the strategy as agreed by the Board.
To support the Chair in ensuring that the appropriate standards of governance permeate through all parts of the organisation and he ensures that the Board is aware of views gathered via engagements between Management and the workforce.
The Group Chief Executive Officer ensures the Board is aware of the views of Senior Management on business issues in order to improve the standard of discussion in the Boardroom and, prior to a final decision on an issue, explain in a balanced way any divergence of view.
Have primary responsibility for setting an example to the Group’s workforce, for communicating to them the expectations in respect of the Company’s culture, and for ensuring that the operation of policies and practices drive appropriate behaviour.
Be responsible for ensuring that Management fulfils its obligation to provide Directors with:
To ensure that Board procedures are complied with, advising the Board on all governance matters, supporting the Chair of the Board and each of the Committees, and helping the Board and its Committees to function efficiently.
Ensuring good information flows within the Board and its Committees and between Senior Management and the Non Executive Directors.
Alongside the Group HR Director: