Roles of the Board
The Board meets as often as necessary to discharge its duties effectively. The Board has three formally constituted Committees:
- The Audit Committee
- The Remuneration Committee
- The Nomination Committee
There is an Executive Committee known as the Execo that is responsible for the day-to-day management of the Company’s business within a framework of delegated responsibilities. It is chaired by the Chief Executive Officer and includes the Chief Financial Officer, Chief Operating Officer, Chief Technology Officer and Chief People Officer.
The Board has a formal schedule of matters specifically reserved to it for decision which it reviews periodically. This includes approval of acquisitions and disposals and major capital expenditure. The Board also reviews the Register of Risks. At each Board meeting the Chief Executive Officer provides a review of the business and how it is performing together with strategic issues arising. The range of subjects discussed typically includes:
- The strategy of the Group in response to changing economic conditions;
- Key business areas
- The integration of recent acquisitions;
- The Group’s debt and capital structure;
- The Group’s financial results;
- Dividend policy;
- Regulatory and governance issues;
- The development of the Group’s people;
- The Register of Risks; and
- Insurance Policy and Cover.
The roles of the Chair and that of the Chief Executive Officer are held by separate individuals and the Board has clearly defined their responsibilities. The Chair is primarily responsible for the effective working of the Board, ensuring that each Director, particularly the Non-executive Directors, is able to make an effective contribution and provide constructive comments on the business. The Chief Executive Officer has responsibility for all operational matters which includes the implementation of Group strategy and policies approved by the Board.
All the Non-executive Directors are independent of the Company’s Execo and free from any business or other relationship that could materially interfere with the exercise of their independent judgement. The Non-executive Directors are responsible for bringing independent and objective judgement and scrutiny of all matters before the Board and its Committees, using their substantial and wide-ranging experience.
The terms and conditions of appointment of Non-executive Directors are available for inspection at the Company’s registered office during normal business hours and at the Annual General Meeting.
All Directors are equally accountable for the proper stewardship of the Company’s affairs, and all Directors, in accordance with the Articles of Association, submit themselves for re-election at least once every three years. At Wilmington Directors are submitted for re-election every year.
Paul Dollman is the Senior Independent Director (‘SID’). His role as SID includes:
Being available to shareholders if they have concerns which contact through the Chairman, Chief Executive Officer or Chief Financial Officer has failed to resolve; and meeting with the other Non-executive Directors on the Board once a year to assess the Chairman’s performance as Chairman, taking into account the views of the Executive Directors.