Board responsibilities

Board responsibilities
The Board has set out a clear Schedule of Matters Reserved for Board Decision in order to ensure its overall control of the Group’s affairs. These include the approval of:

• the Company’s strategic and operating plans;
• annual and interim financial statements;
• major acquisitions and disposals;
• authority levels for expenditure;
• treasury policies;
• risk management and internal control systems;
• group governance policies; and
• succession planning for senior executives.

The Board delegates to management the detailed planning and implementation of these matters in accordance with appropriate risk parameters. The Board monitors compliance with policy and achievement against objectives by holding management accountable for its activities through regular updates. In addition, each substantial business within the Group is required to present to the Board on a regular basis, giving it the opportunity to understand and explore issues as deemed necessary.

All Directors have access to the services of the Company Secretary and may take independent professional advice at the Company’s expense in conducting their duties. The Company provides insurance cover and indemnities for its Directors and officers.

Attendance at meetings
It is expected that all Directors attend Board and relevant Committee meetings, unless they are prevented from doing so by prior commitments, and that all Directors will attend the AGM.

Where Directors are unable to attend meetings due to conflicts in their schedules, they receive the papers scheduled for discussion in the relevant meetings, giving them the opportunity to relay any comments to the Chairman in advance of the meeting. Directors leave the meeting where matters relating to them, or which may constitute a conflict of interest to them, are being discussed. The table below shows the attendance of Directors at scheduled Board meetings and at meetings of the Audit, Remuneration and Nominations Committees during the year.