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Corporate Governance

Board operations

Find out more about the operations and responsibilities of the Board:

Roles and responsibilities

The Board’s role is to provide leadership of the Company, and it is responsible to the shareholders for the long term success of the Company. This includes:

  • Monitoring and challenging performance against plan;
  • Co-developing strategy with executive management;
  • Leveraging Non-Executive Director expertise beyond the boardroom; and
  • Ensuring good corporate governance.

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 authority. A delegated authorities policy and schedule are reviewed by the Board annually.

Chairman and Chief Executive

There is a clear separation of the role of the Chairman of the Board and the Chief Executive. 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. Rajiv Sharma, the 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 Simon Boddie, Chief Financial Officer and fellow Executive Director, and by the GET comprised of senior managers (see Management).

Senior Independent Director (‘SID’)

In his role as the SID, Nicholas Bull provides a ‘sounding board’ for the Chairman and serves as an intermediary for the other Directors when necessary. Nicholas is available to shareholders if they have concerns which contact through the normal channels of Chairman, Group Chief Executive or other Executive Directors have failed to resolve, or for which such contact is inappropriate.

Non-Executive Directors

The role of the Non-Executive Directors is to provide constructive challenge to the executive management, and to bring experience and objectivity to the Board's discussion and decision-making. They monitor the delivery of the Company’s strategy against the governance, risk and control framework established by the Board. The Non-Executive Directors, led by the SID, are also responsible for evaluating the performance of the Chairman.

Company Secretary

Stuart Morgan is the Chief Legal & Risk Officer and Group Company Secretary. In his role as Group Company Secretary, Stuart is responsible for working with the Chairman to develop Board and Committee agendas and to ensure that all Board procedures are complied with. Stuart also advises the Board on corporate governance, legal, regulatory and compliance matters and developments.

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