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Board operations

The Board

The Board is responsible to the shareholders for the management of the Group’s assets and operation. It is also ultimately responsible for the management, governance, controls, risk management, direction and performance of the Group. The Directors have in place suitable communication and reporting systems which enabled them to monitor, on a timely basis, the Group’s activities.

The Board is responsible for the Group’s strategy and for its overall management. All matters are reserved for the Board unless specifically listed in the terms of reference for Committees of the Board or where the Board has delegated its authority. A formal schedule of delegated authorities is reviewed by the Board annually.

The roles of the Chairman, Senior Independent Director and Group Chief Executive Officer

The roles of the Chairman and the Group Chief Executive Officer are separate and clearly defined.

Mike Clasper, the Chairman, leads the Board, and is responsible for its effectiveness and governance. He sets the tone for the Company and ensures that the links between the Board and management and between the Board and shareholders are strong. He sets the Board agenda and ensures that sufficient time is allocated to important matters, in particular those relating to strategy issues.

As part of Coats' commitment to good governance, the appointment of Nicholas Bull as a Senior Independent Director (the ‘SID’)  will provide a sounding board for the Chairman and serve as an intermediary for the other Directors when necessary. The SID will be available to shareholders if they have concerns which contact through the normal channels of Chairman, Chief Executive or other Executive Directors have failed to resolve or for which such contact is inappropriate.

Rajiv Sharma, the Group Chief Executive, is responsible for the day-to-day management of the Group’s operations, for recommending the Group’s strategy to the Board and for implementing the strategy agreed by the Board. He is supported in decision-making by a Management Board comprised of senior managers.

Board effectiveness

The skills and experience of the Board are set out on the management page. The experience and knowledge of each of the Directors gives them the ability to constructively challenge strategy and to scrutinise performance.

On joining the Board, all Directors undergo a thorough induction programme. The Board is satisfied that each of the Non-Executive Directors has been able to devote sufficient time to the Company’s business.

The Board conducts a formal annual evaluation of its members. During the year each Director was invited to submit an evaluation of their performance during the year. The Chairman of the Board was invited to comment on each evaluation and the Chairman’s evaluation was considered by the other members of the Board. The outcome of these evaluations allows the Board to conclude that it is satisfied with the effectiveness and appropriateness of the composition of the Board and its Committees.

At each meeting the Board considers Directors’ conflicts of interest. The Company’s Articles of Association provide for the Board to authorise any actual or potential conflicts of interest.

The Company has a formal policy on sharedealing which can be viewed here (PDF,  new window).



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