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Leadership governance

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The role of the board

The Board is responsible for ensuring the long-term success of the Company. It does so by determining the Company’s long-term direction and strategic aims within a framework of appropriate and robust controls. A key principle of the governance framework is the delegation of operational management to the CEO with a matrix of authorities setting out how this is further delegated through the businesses. This enables the efficient and effective day to day operation of the Group’s different businesses.

The Board has reserved a number of matters for its sole consideration. These include:

  • consideration and approval of strategy
  • general oversight of the Group’s operations
  • approval of major project bids and contracts
  • the Group’s capital, corporate, management and control structures
  • approval of financial statements and shareholder communications
  • approval of dividend policy and interim dividends
  • approval of Group policies and the code of conduct
  • implementation and monitoring of internal control and risk management systems
  • approval of significant acquisitions and disposals
  • material changes to the Group’s pension schemes.

While the Board has specific responsibility for those matters reserved for its consideration, in certain areas, specific responsibility is delegated to committees of the Board within defined terms of reference. The activities of these committees, including their terms of reference, can be found within this section of this website.

In addition the Board may delegate authority to a standing delegation committee, consisting of any two directors, to provide the final sign off for an agreed course of action within predefined parameters.

During each year the chairman also holds meetings with the non-executive directors without the executive directors or other executive management present. The chairman’s performance was appraised during the 2015 independently facilitated board evaluation. In addition, regular dialogue between the directors takes place between meetings.

Division of responsibilities and the chairman

The roles of chairman and CEO are exercised by Allan Cook and Uwe Krueger respectively. Their roles and responsibilities are approved by the Board and set out in written statements. The Board reviews these statements at least annually to ensure they remain appropriate.

The chairman is responsible for the leadership and management of the Board. He is also charged with ensuring corporate governance is conducted in accordance with current best practice, as appropriate to the Company and the Group.

The CEO is responsible for the operational management and leadership of the Group to deliver our strategy. He discharges this responsibility through the operational leadership team and the senior leadership team.

The senior leadership team has wider participation and focuses on communication and co-ordination. Members of the senior leadership team include the Group finance director, the Group HR director, regional, Acuity, Energy and Faithful+Gould CEOs and other selected senior Group directors.

The operational leadership team concentrates on strategy and its implementation, together with operational matters. It provides a forum for the executive directors and regional, Acuity, Energy and Faithful+Gould CEOs to focus on performance and to share best practice and knowledge.

Non-executive directors

The Board considers the independence of the non-executive directors at least annually. It continues to consider each of the non-executive directors to be independent in character and judgement based on the criteria outlined in the UK Corporate Governance Code.

Fiona Clutterbuck is the senior independent director. She has served as an independent non-executive director since March 2007. Fiona has reached nine years’ service and it was anticipated that she would step down at the conclusion of the 2016 AGM. On her retirement the Board will lose significant UK listed company experience and knowledge of our business and the Nomination Committee therefore carefully considered the short-term impact of this on the Board’s effectiveness. The Committee sought to maintain an appropriate balance of skills and experience on the Board and its committees, while ensuring progressive refreshing with new talent. The Committee therefore recommended to the Board that Fiona’s tenure be extended by up to one year to enable this process to be completed. The Board agreed with the Committee’s recommendation that Fiona remains strongly independent in character and judgement.

As the senior independent director, Fiona is responsible for overseeing the annual appraisal of the chairman's performance and is available to shareholders should they feel it inappropriate to communicate via the CEO, Group finance director or chairman.