- leads the Board and is responsible for its overall effectiveness in directing the Group;
- shapes the culture in the boardroom, in particular by promoting openness and debate;
- sets a Board agenda primarily focused on strategy, performance, value creation, culture, stakeholders and accountability, ensuring that issues relevant to these areas are reserved for Board decision; and
- demonstrates objective judgement throughout his/her tenure and promotes a culture of openness and debate.
- To establish policies and processes to enable the proper functioning of the Board and in particular to ensure that there is a timely flow of accurate, high-quality and clear information, with the assistance of the Company Secretary.
- To ensure that adequate time is available for discussion of all agenda items, in particular strategic issues.
- To ensure that the Board determines the nature, and extent, of the significant risks the Group is willing to embrace in the implementation of its strategy.
Directors’ engagement and relationships
- To facilitate constructive Board relations and the effective contribution of all non-executive directors, including by holding meetings with the non-executive directors without the executives present.
- To encourage all Board members to engage in Board and Committee meetings by drawing on their skills, experience and knowledge.
- To foster relationships based on trust, mutual respect and open communication in and outside the boardroom between non-executive directors and the executive team.
- To develop a productive working relationship with the Chief Executive Officer, providing support and advice, while respecting executive responsibility.
Directors’ induction and training
- To ensure that all directors receive a full, formal and tailored induction on joining the Board.
- To ensure that all directors are aware of and able to discharge their statutory duties.
- To ensure that all directors continually update their skills, knowledge and familiarity with the Group to fulfil their role both on the Board and Committees.
- To provide guidance and mentoring to new directors as appropriate.
- To lead the annual Board evaluation, with support from the Senior Independent Director as appropriate.
- To determine with the Nomination Committee whether the Board evaluation should be externally facilitated.
- To act on the results of the evaluation by recognising the strengths and addressing any weaknesses of the Board.
Board appointments and succession planning
- To chair the Nomination Committee (but the Chair shall not act in relation to the appointment of his/her successor).
Engagement with shareholders
- To arrange for all directors to attend the Company’s annual general meeting and for the chairs of the Audit and Risk, Remuneration and Nomination Committees to be available to answer questions on matters within the relevant Committee’s area of responsibility.
- To seek regular engagement with major shareholders in order to understand their views on governance and performance against the strategy, in addition to formal general meetings.
- To ensure that the Board as a whole has a clear understanding of and listens to the views of shareholders.
- Engagement with key stakeholders
- To ensure that the Board as a whole has a clear understanding of and listens to the views of the workforce, customers and other key stakeholders.
- To review periodically, with the assistance of the Company Secretary, whether the Board and the Group’s governance processes are fit for purpose, and consider any improvements or initiatives that could strengthen the governance of the Group.
- To lead, with the Chief Executive Officer, the Group’s relationships with governments, authorities and regulators.