Board Responsibilities

Southampton -East -Interior

The Board is collectively accountable to the company’s shareholders for the proper conduct and success of the business.

The Board is the principal decision-making body in the Group. It is collectively responsible for promoting the long-term success of the business for the benefit of its members, achieving this through the creation and delivery of sustainable shareholder value.

The Board also carefully considers its wider stakeholders, including colleagues, customers and suppliers, when making decisions. Further information can be found in our s.172 statement in the Annual Report and Accounts on pages 66 to 69.

In addition to setting the strategy of the business and overseeing its implementation by management, the Board provides leadership to the business on purpose, culture, values and ethics, sustainability, monitoring overall financial performance of the business, and ensuring effective corporate governance, succession planning and stakeholder engagement.

The Board is also responsible for ensuring that effective internal control and risk management systems are in place. The matters reserved for the Board can be found on our website.

The Board has established a formal schedule of matters reserved for its approval, and has delegated other specific responsibilities to its principal Sub-Committees: the Audit and Risk Committee, Remuneration Committee, Nomination Committee and Sustainability Committee. Each Committee’s roles and responsibilities are set out in formal terms of reference, which are determined by the Board.

All Board and Committee meetings are minuted and these minutes are formally approved at the following meeting. Board minutes contain details of the Directors’ decision-making processes and any concerns raised by the Directors. During the year the matters reserved for the Board were reviewed and, where necessary, amended.”

The schedule of matters reserved for the Board includes the consideration and approval of:

  • the Group’s strategic aims, objectives and commercial strategy;
  • review of performance relative to the Group’s business plans and budgets;
  • major changes to the Group’s corporate structure, including acquisitions and disposals;
  • material capital expenditure;
  • Financial Statements and Group dividend policy, including recommendation of the interim and final dividends;
  • major changes to the capital structure including tax and treasury management;
  • major changes to accounting policies or practices;
  • the system of internal control and risk management policy;
  • the Group’s risk appetite statements; and
  • the Group’s corporate governance and compliance arrangements.

The Executive Committee are responsible for executing the strategy determined by the Board and regularly attend Board meetings to update Directors of progress made against the Company’s agreed strategic objectives.