| CHAIRMAN | CEO | |
|---|---|---|
| Overarching Principle | Runs and leads the Board | Runs and leads the Business |
| Corporate Culture | The Chairman will demonstrate the highest standards of integrity and probity and will ensure the Board understand the culture of the Company and its key values. The Chairman will ensure that Board members exhibit and promote these values in their dealings with each other and others within the Company. | As leader of the executive team the CEO is to ensure that the culture of the Company and its key values are exhibited and promoted all times by the executive team and via the management structure communicated to and exhibited at all levels of the Company. |
| Chairman and CEO Relationship | To establish, develop and maintain a productive working relationship with the CEO founded on mutual respect trust and open communication. To provide support and debate and constructive challenge to the CEO on strategy and performance whilst respecting executive responsibility. In consultation with the Remuneration Committee to review the CEO’s total remuneration package including bonus, incentive payments, share options and other share awards from time to time and where appropriate propose any pay or bonus increases for the CEO to the Remuneration Committee. | To establish, develop and maintain a productive working relationship with the Chairman founded on mutual respect trust and open communication. |
| Strategy | The Chairman shall make certain that the Company goals and strategy are given appropriate consideration by the Board and shall regularly review Company Performance against strategy and procure that such reviews are also conducted by the Board on a regular basis. The Chairman shall ensure that the Board engages in high quality debate and provides constructive challenge where appropriate. The Chairman shall procure that the Board remain committed and aligned to any agreed goals and strategy. | The CEO is responsible for the formulation and development of strategy and its proposal to the Board. The CEO is to have due regard at all times to Board comments and where agreed by Board amend strategy accordingly. The CEO is responsible and accountable for the implementation and success of the approved strategy. The CEO shall ensure that the Chairman and the Board are regularly updated and provided with high quality information to enable the effective review of the Company performance vis a vis strategy and strategic goals. |
| Financial Performance | The Chairman should ensure the Board effectively review the performance of the CEO in delivering the financial aspects of Company’s strategy and should satisfy himself that the Company’s financial performance has been maintained in accordance with budgetary targets. The Chairman shall ensure high quality debate and scrutiny around budget and target setting. | The CEO is responsible for the translation of the Company’s strategic plans into a yearly budget detailing relevant spending and revenue targets for approval by the Board. The CEO is responsible for the delivery of the approved budget and shall ensure that the Chairman and Board are regularly updated and provided with high quality information to enable the effective review of financial performance. |
| Corporate Governance | The Chairman is responsible for all aspects of Corporate Governance. The Chairman to ensure that the Company is compliant to the highest standard with the relevant Companies Act and all subordinate legislation, its Articles of Association, The UK Corporate Governance Code, and FRC Guidance on Board Effectiveness where applicable. The Chairman shall ensure that the Board is composed and effective at dispatching its duties commensurate with the Company’s size. | The CEO is to support the Chairman in matters of Corporate Governance and is responsible for ensuring that the highest standards of corporate governance permeate through all parts of the Company. |
| Board Composition and Sub Committees | In conjunction with the Nomination Committee the Chairman is responsible for considering the composition of the Board and, subject to final Board approval, ensuring that there is a continuous and proactive process of Board recruitment and succession planning to maintain Board effectiveness. The Chairman is to ensure that the Board’s committees are properly constituted with appropriate terms of reference. The Chairman shall procure that the committees discharge their respective duties and responsibilities preserving Board authority at all times. The Chairman should see that the Board review the remits of the committees on a regular basis. | |
| Board Performance | The Chairman is responsible for the performance of the Board and ensuring its effectiveness. The Chairman’s role is to encourage all board members to engage in Board and committee meetings and to foster the development of open communication and mutual respect between all Board members. The Chairman is responsible for setting the Board’s agenda focussing on strategy, performance, value creation and accountability and ensuring that the Board applies sufficient challenge to major proposals. | The CEO should provide support to the Chairman in encouraging executive directors to engage and contribute to Board effectiveness and should ensure that the Board is provided with all high quality strategic and performance related information to facilitate effective debate. |
| Board Evaluation /Director Development | The Chairman shall ensure that the Board undertakes an annual appraisal of its performance and shall act on the results by recognising strengths and addressing the weaknesses of the Board. The Chairman is responsible for the personal development of Board directors including the regular evaluation of director’s performance on an individual basis to ensure that each director continues to contribute effectively. The evaluation process should include one to one dialogue with each member of the Board about their personal contribution. | The CEO is responsible for the appraisal and development of the Executive team. |
| Strategic Risk | The Chairman is responsible for ensuring that the Board determines the nature and extent of the significant risks it is willing to take to achieve strategic goals and maintains sound and effective risk management and internal control systems. The Chairman should ensure that in considering the nature and extent of risks the Board considers the extent and categories of risks that it regards acceptable to the Company, the likelihood of occurrence and the Company’s ability to react to risk. The Chairman shall procure that the Board reviews all systems on an annual basis and that the review covers all material controls including financial operational and compliance controls. | The CEO shall support the Chairman and the Board in the identification and evaluation of the significant risks facing the Company and procure the design and implementation of a suitable system of internal controls so as to ensure the effective management of identified strategic risks. |
| Shareholder Communication | The Chairman is a key conduit for ensuring effective communication with shareholders in relation to board decisions and strategy and also for the relaying of the views of shareholders to Board. | The CEO, with the support of the executive team, is the primary conduit for the presentation of Company results, performance and the promotion of the Company strategy to shareholders and potential investors. |
