Matters for consideration by the Board

The role of the board is to provide the Group with good governance and strategic direction. The board also reviews the Group's control and accountability framework. The directors have agreed to a formal schedule of matters specifically reserved for decision by the board, including strategy, major investments and acquisitions.

Responsibility for day to day management of the business lies with the executive team, with the board agreeing annual performance targets for management against the Group's financial plan. The board is ultimately accountable to shareholders for the performance of the
business.

To ensure an efficient process, the board meets regularly. Details of directors' attendance at board and committee meetings are set out in the Governance section in the Annual report.

The board has regular scheduled discussions on aspects of the Group's strategy and, in line with best practice, a dedicated annual two-day meeting at which in depth discussions of Group strategy take place.

Directors receive timely, regular and necessary management and other information to enable them to fulfil their duties. The board has
agreed a procedure for the directors to have access to independent professional advice at the Group's expense and to the advice and services of both company secretaries.

In addition to these formal processes, directors are in regular communication with senior executives from the product groups, at both formal and informal meetings, to ensure regular exchange of knowledge and experience between management and non executive directors. To continue building on the formal induction programmes, which all new non executive directors undertake, they are encouraged to take every opportunity to visit the Group's operating locations.

The chairman also holds regular meetings with non executive directors without the executive directors present.

 

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