The Board

The Board is responsible to Shareholders for creating and sustaining shareholder value through the management of the Group’s businesses.

It is also responsible for ensuring that management maintains a system of control that provides assurance of effective and efficient operations, internal financial control and compliance with laws and regulations.

The Board is the decision making body for all matters material to the Group’s finances, strategy and reputation.

The Board has a formal schedule of matters reserved for its decision, which is reviewed annually. The schedule includes, for example, the approval of interim and annual financial statements, the acquisition and disposal of businesses, changes to the capital structure of the Company, the appointment or removal of Directors and the financing of the Group’s businesses. Otherwise, the Board delegates day-to-day management of the Group to the Executive Directors. In any circumstances where a Director has a concern, which cannot be resolved, about the running of the Company or a proposed action, any such concern is recorded in the minutes of Board meetings.

Specific responsibilities have been delegated to Board Committees which have access to independent expert advice at the Group’s expense. The details of the Board Committees and their activities are set out in the following pages.

The Non-Executive Directors meet from time to time, without the Executive Directors being present.

All Directors have access to the advice and services of the Company Secretary. The Board consists of a Non-Executive Chairman, the Chief Executive Officer, the Group Chief Financial Officer, the Corporate Services Director and three Independent Non-Executive Directors.

The role of the Non-Executive Directors includes assisting in the development of strategy, scrutinising the performance of management, monitoring the integrity of financial information and systems of risk management as well as determining the appointment, removal and remuneration of Executive Directors