The Board is responsible to Shareholders for creating and sustaining Shareholder value through the management of the Group’s business.
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. To that end, the Board has created an on-going system of internal control, the effectiveness of which it reviews on a regular basis. The aim of this system is to manage and mitigate (rather than eliminate) the risk of any failures to meet business targets and can only provide reasonable and not complete assurance against such failures.
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 and the schedule was reconsidered and approved by the Board at its meeting on 11 December 2018. The schedule includes: 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 accordance with provision C.2.1 of the Code, the Board has carried out a robust assessment of the principal risks and uncertainties facing the Group, including those that would threaten its business model, future performance, solvency or liquidity. This is described in the Risk Management page.
The Board has assessed the future prospects of the Group in accordance with provision C.2.2 of the Code. Based on the results of this analysis, the Board has a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the three year period of their assessment. Details of the assessment performed by the Board, including an assessment of those risks most likely to impact the Group’s future prospects and viability, are set out in the Annual report and Accounts.
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 on Board Committees page.
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 and may address issues to the Senior Independent Non-Executive Director, if required.
The Board consists of the Non-Executive Chairman, the Group Chief Executive Officer, the Group Chief Financial Officer, the Corporate Services Director and two 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.