Role and structure of the Board
The Company’s Board comprises the non-executive Chairman, one executive Director, and eight non-executive Directors. Excluding the Chairman, five members of the Board are independent non-executive Directors.
The role of the independent Directors on the Board is to challenge the strategy and scrutinise the performance of management in meeting agreed goals and objectives, to monitor the reporting of the Company’s performance, to review the integrity of financial information and ensure that the Company’s internal financial controls and system of risk management are robust and defensible. They are responsible for determining the appropriate level of remuneration for the Group Chief Executive (Group CEO) and have a primary role in appointing and, when necessary, removing him.
As envisaged by the UK Corporate Governance Code, all directors’ appointments are renewed at each AGM and continue until the next following AGM, at the end of which, unless renewed at that AGM, they terminate and so on from one AGM to the next.
The Board may appoint a person either to fill a vacancy or as an additional director. This director will hold office only until the next following AGM. If not re-appointed at such AGM, she/he will vacate office at its conclusion.
The appointment of any Non-Executive Director may be terminated at any time in accordance with the Articles of Association and by either party on one month’s notice. A Non-Executive Director is not entitled to receive any compensation on termination of her/his appointment. Each Non-Executive Director is subject to confidentiality restrictions without limitation in time.
The full terms and conditions of appointment of Non-Executive Directors are available for inspection at the Company’s registered office in Jersey.
There are no other service agreements or material contracts, existing or proposed, between the company and the directors. There are no arrangements or understandings between any director or executive officer and any other person pursuant to which any director or executive officer was selected to serve. There are no family relationships between the directors.
Additional information on directors’ shareholding and remuneration is available in the Company’s Remuneration Report (part of Annual Report).