RESPONSIBILITY AND DELEGATION
The Chairman is primarily responsible for the efficient functioning of the Board. He ensures that all Directors receive sufficient relevant information on financial, business and corporate issues prior to meetings. The Chief Executive Officer’s responsibilities focus on coordinating the Group’s business and implementing Group strategy. Regular interaction between the Chairman and Chief Executive Officer between meetings ensures the Board remains fully informed of developments in the business at all times.
There remains in place a formal schedule of matters specifically reserved for Board consideration and approval, which includes the matters set out below:
• approval of the Group’s long term objectives and commercial strategy;
• approval of the annual operating and capital expenditure budgets and any changes to them;
• major investments or capital projects;
• the extension of the Group’s activities into any new business or geographic areas, or to cease any material operations;
• changes in the Company’s capital structure or management and control structure;
• approval of the annual report and accounts, preliminary and half-yearly financial statements; interim management statements and announcements regarding dividends;
• approval of treasury policies, including foreign currency exposures and use of financial derivatives;
• ensuring the maintenance of a sound system of internal control and risk management;
• the entering into of agreements that are not in the ordinary course of business or material strategically or by reason of their size;
• changes to the size, composition or structure of the Board and its committees; and
• corporate governance matters.
In addition, the Board has adopted a formal delegation of authorities’ memorandum which sets out levels of authority for employees in the business.
The Board has delegated certain of its responsibilities to a number of committees of the Board to assist in the discharge of its duties.
The principal committees currently are the Audit Committee, the Remuneration Committee, the Risk & Compliance Committee and the Nomination Committee. The minutes of each of these committees are circulated to and reviewed by the Board. The Company Secretary & Legal Counsel is secretary to each of these committees.
The Terms of Reference for each of the committees are available to view on the Company's website