The Board is collectively accountable to the Company’s shareholders for the proper conduct and success of the business.
The Board is the principal decision-making body in the Group. It is collectively responsible for promoting the long-term success of the business for the benefit of its members, achieving this through the creation and delivery of sustainable shareholder value.
The Board also carefully considers its wider stakeholders, including colleagues, customers and suppliers, when making decisions. Further information can be found in our s.172 statement in the Annual Report and Accounts on pages 66 to 69, which can be found in the Results, Reports and Presentations section of our website.
In addition to setting the strategy of the business and overseeing its implementation by management, the Board provides leadership to the business on purpose, culture, values and ethics, sustainability, monitoring the overall financial performance of the business, and ensuring effective corporate governance, succession planning and stakeholder engagement.
The Board is also responsible for ensuring that effective internal control and risk management systems are in place. The matters reserved for the Board are set out below.
The Board has established a formal schedule of Matters Reserved, and has delegated other specific responsibilities to its Committees: the Audit and Risk Committee, Remuneration Committee, Nomination Committee and Sustainability Committee. Each Committee’s roles and responsibilities are set out in formal terms of reference, which are determined by the Board and reviewed at least annually. See Board committees for more information.
All Board and Committee meetings are minuted and these minutes are formally approved at the following meeting. Board minutes contain details of the Directors’ decision-making processes and any concerns raised by the Directors.
The schedule of matters reserved for the Board includes the consideration and approval of:
- the Group’s strategic aims, objectives and commercial strategy;
- review of performance relative to the Group’s business plans and budgets;
- major changes to the Group’s corporate structure, including acquisitions and disposals;
- material capital expenditure;
- Financial statements and Group dividend policy, including the recommendation of interim and final dividends;
- major changes to the capital structure including tax and treasury management;
- major changes to accounting policies or practices;
- the system of internal control and risk management policy;
- the Group’s risk appetite statements; and
- the Group’s corporate governance and compliance arrangements.
The Executive Committee are responsible for executing the strategy determined by the Board and regularly attend Board meetings to update Directors of progress made against the Company’s agreed strategic objectives.