The majority of non-executive Directors are considered independent of management and exercise their independent judgement gained from their knowledge and experience.
The roles of the Chairman and Managing Director are separate and the office of Chairman is occupied by an independent, non-executive director.
The Board has an on-going process of self –evaluation to ensure adherence to the best practices of corporate governance.
A third of the Board is required under the articles of the Company to retire annually.
The Board is collectively responsible to the Group’s shareholders for the long term success of the business and for the overall strategic direction and control of the Group. The Board monitors and directs the management team of the Group. The Board operates under a Board Charter that provides Terms of Reference, which has been approved unanimously by all Directors. The major matters covered in the Board Charter is as follows:
- Approve the Company’s long term strategy and objectives.
- Approve the Company’s annual operating plan, cash flow and budget and any material changes to it.
- Oversee the management of the business and affairs of the Company ensuring:
- competent and prudent management
- sound planning
- an adequate system of internal controls
- adequate record keeping, accountancy and other Group Company’s records and information
- compliance with statutory and regulatory obligations
- Review the performance of the Company in the light of the prevailing economic conditions, its strategy, objectives, plans and budgets and ensure that any necessary corrective action is taken.
- Approve any extension of the Company’s activities into new business or geographic areas.
- Approve any decision to cease to operate all or any material part of the Company’s business.
- Keep under review and determine appropriate levels for the capital and liquidity positions of the Company.
- Review and approve proposals for the allocation of capital and other resources within the Company.
- Approve the Company’s financial statements, annual report and quarterly management accounts, including other qualitative and quantitative information.
- Approve any significant changes to accounting policies or practices.
- Maintain a sound system of internal control and risk management including:
- receiving reports on, and reviewing the effectiveness of the Company’s risk and control processes to support its strategy and objectives
- approving an appropriate statement for inclusion in the annual report
- approving any corporate governance reports
- approve internal and external audit reports
- Approve material acquisitions and disposals of businesses, assets or shares which are outside the ordinary course of business of the Company and significant in terms of the business of the Company.
- Review the structure size and composition of the Management and Board from time to time and make any changes deemed necessary.
- Approve the appointment and removal of designated senior executive officers of the Company.
- Approve delegated authorities for expenditure and for lending and for other risk exposures.
- Establish, review and agree changes as appropriate to the membership and terms of reference of the Committees of the Board.
- Receive the minutes of and/or reports from the Committees of the Board.
- Review the terms of reference of Board Committees from time to time.