Corporate Governance

Continued commitment to good governance

Our governance framework
The board leads the group’s governance framework, setting broad strategic targets, monitoring progress, approving proposed actions and ensuring appropriate controls are in place and operating effectively.

Management decisions, development of strategies and policies and implementation of board decisions fall to the group executive committee.

Regional management teams have responsibility for businesses within their regions and are tasked with implementing policies and controls at business unit level, as well as ensuring they meet agreed financial and non-financial goals.

The presence of a majority of independent non-executive directors on the board ensures objectivity, challenge and debate. It is the primary responsibility of the board to provide effective leadership for the group and this is achieved by, amongst other things, ensuring that decision making is conducted throughout the group within a strong internal control framework – and by setting values and standards.

There is a detailed schedule of matters which are reserved to the decision of the board.

These matters fall under 12 categories:

  • Strategy and management
  • Structure and capital
  • Financial reporting and controls
  • Risk and internal controls
  • Contracts
  • Communication
  • Board membership and other appointments
  • Remuneration
  • Delegation of authority
  • Corporate governance matters
  • Policies
  • Other matters – such as settling material litigation, making
    major changes to the group’s pension scheme rules and the appointment of group advisors

By way of example, board approval is required for: unbudgeted capital projects of more than £10m; entering into a sales contract where annual revenue is anticipated to be more than £50m; any changes to the group’s capital structure; and the annual operating and capital expenditure budgets.

The board fulfils a number of its most important functions though its committees. The work of these committees is described in the Corporate Governance Report

Board Balance
As at the date of the Integrated Report, the board comprises 10 members: the non-executive chairman (John Connolly), seven other non-executive directors and two executive directors. The board considers all the non-executive directors to be independent.

Governance Structure


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