Board Responsibilities

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

The primary responsibility of the Board is to promote the long term success of the Company and sustainably grow shareholder value. The Board has responsibility for the management, direction and performance of the Group and for ensuring that appropriate resources are in place to achieve its strategy. The Board directs and reviews the Group’s operations within an agreed framework of controls, allowing risk to be assessed and managed within agreed parameters.

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 Health & Safety and Wellbeing 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.