How the Board operates

The Board is accountable for the long-term success of the company, for delivering the group’s strategy and for providing leadership within a framework of effective and prudent controls. John Stewart, the Chairman, is responsible for the leadership of the Board and ensuring its effectiveness and Nigel Wilson, group chief executive, is responsible for the day-to-day management of the group. The Board believes in an open and constructive environment and the non-executive directors are encouraged to bring effective challenge to the deliberations of the Board.

Delegated authority framework

The Board operates within a clearly defined delegated authority framework. This framework was designed to assist the Board in delivering its responsibilities, to support sound decision making processes and to enhance independent oversight of internal control and risk management.

There are a number of matters which are specifically reserved for the Board’s approval. These are set out in a clearly defined schedule and include, amongst others, matters relating to the group’s strategic plan, risk appetite and systems of internal control and corporate governance policies. The decision making for those matters which are not reserved are delegated by the Board as follows:

  • to group level committees: Group Risk Committee; Audit Committee; Remuneration Committee, Corporate Governance Committee and Nominations Committee. Each Committee’s authority is set out in their terms of reference; and
  • to the group CEO, with his authority being set out in a delegation schedule.

The group CEO then onward delegates decision making authority in the following ways:

  • to the Group Capital Committee, which considers and approves matters such as capital allocation, new product lines, large transactions and capital investments, mergers and acquisitions transactions, direct investment and other material group wide matters that may arise;
  • to the Group Corporate Responsibility and Ethics Committee, which is responsible for setting the group’s social purpose; and
  • to his direct reports, being the CEOs/managing directors of each business division. Each individual’s authority is set out in a delegation schedule.