It is the Board’s responsibility to ensure that there is an effective organisational and reporting structure in place such that there are clear reporting lines within the Group and well defined roles and responsibilities. This is to ensure that the right decisions are being made with involvement from the right people.
The Directors’ powers are subject to the Company’s Articles of Association and applicable regulation.
The roles of the Chairman and Chief Executive are separate, with both having distinct and clearly defined responsibilities which are established in written terms of reference that have been agreed by the Board. Copies of the role profiles are available here:
The role profile for the senior independent director can be viewed here.
Details of how the Board operates can be viewed here.
The Board has approved a schedule of matters reserved to it and its duly authorised Committees for decision. A document containing the schedule of matters reserved for decision by the Board is available here.
The Board is assisted by various Committees of the Board which report regularly to the Board. In undertaking its duties, the Board delegates certain authorities and decisions to its Committees, notably the Nomination, Remuneration, and Audit and Risk Committees. The membership of these Committees is regularly reviewed by the Board. When considering Board Committee membership and chairmanship, the Board aims to ensure that undue reliance is not placed on particular Directors.
These Board Committees all have clearly defined terms of reference.
Day-to-day management of the Group is the responsibility of the Chief Executive. To assist him in this role, the Chief Executive has established an Executive Committee. The skills and experience of the Executive Committee are set out in their biographies here. Authority for operational decisions is delegated by the Board to senior management at operating company level, over which the Executive Directors exercise supervision.
The Code requires that the Board has a policy on non-audit services provided by the external auditor ('the policy'). The policy can be viewed here.