The Board
The Board is responsible and accountable for the Group’s operations. The Board has a formal schedule of matters reserved to itself, including the Group’s strategic plans, acquisitions or disposals, capital expenditure, all financing matters, annual operating plan and budget and operating and financial performance.
The Board also delegates specific responsibilities to committees, each of which has clear written terms of reference, as described below. The Board did not believe that it was necessary to use external resources to review its performance during 2007 but chose to evaluate its own performance, that of its committees and of its directors through an extensive questionnaire sent to each director. This was a process that it had adopted in 2004, 2005 and 2006, having used the services of external consultants in 2003. The Board has agreed that an externally facilitated review will be conducted during 2008.
The form of the questionnaire and the detail of the process itself was reviewed and amended following advice from the independent consultant Dr Tracy Long, of Boardroom Review. The questionnaires were reviewed by the Chairman and the Secretary and Group Legal Director. A report of findings was distributed to each director and discussed at a meeting of the Board. The Board was broadly satisfied with its performance and an action plan was created for those areas for which it believed improved processes could be introduced.
Following a Corporate Governance review it was agreed that all non- executive directors should serve as members of the Nomination, Audit and Remuneration Committees. The Board believes that an increasing amount of work is undertaken by these Committees and that a non-executive director can only properly fulfil his or her responsibilities if they are present during committee meetings and are able to follow the detail of discussion and debate held at those meetings. Similarly the Chairman, in addition to chairing the Nomination Committee, is a full member of the Remuneration Committee and attends meetings of the Audit Committee at the invitation of its Chairman.
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