The board

The biographical details of the Directors and Company Secretary can be found in the Board of Directors section of the website. The Company complies with the Combined Code requirement that half of the directors, excluding the Chairman, are independent non-executive directors.

The Board meets at least six times a year. Under the direction of the Chairman, the Company Secretary ensures that the Directors receive all information necessary in order for them to discharge their duties effectively, as well as ensuring that relevant information flows effectively between the Board, its sub-committees and senior management. The Company Secretary also co-ordinates the induction process and assists with professional development, as required.

The Board has overall responsibility for determining the Group's corporate strategy and the annual operating budget. In brief, the Board sets the broad direction of the Group and directs the Group's strategy and structure to ensure its continuance and prosperity. It monitors and controls the implementation of strategy, policies, and plans and legal and fiduciary obligations. (For more information please refer to Internal Controls). Non-executive directors are encouraged to constructively challenge and help develop proposals on strategy.

The Company has adopted formal Terms of Reference (ToRs) which set out the matters reserved to the Board for approval and those matters, which are or can be delegated to the sub-committees and management. These ToRs are circulated widely to directors of subsidiaries and relevant senior managers within the Group. Urgent decisions not delegated to a specific committee can be taken by either an Executive or Standing Committee between Board Meetings. All decisions taken by the Executive and Standing Committees are reported at the next meeting of the Board.

The Company recognises its responsibilities towards its stakeholders and to the environment. In order to help meet those responsibilities the Company has adopted a Code of Conduct. The Company endeavours to act in accordance with this Code in all its activities.

The Chairman, in consultation with the Company Secretary, takes primary responsibility for the evaluation of the performance of the Board, its committees and individual directors.