Role of the Board
The Board’s principal responsibility is to deliver shareholder value and provide an overall vision and leadership for the Group. It also has an oversight role, monitoring operational plans and ensuring internal controls and risk management are effective. There is a formal schedule of matters reserved for the Board, which provides a framework for it to oversee the control of the Group’s direction and affairs.
The schedule of matters reserved include the approval of the financial statements and dividends, strategy, acquisitions and disposals, major projects, contracts, delegated authorities, major capital expenditure, risk management strategies, health and safety and succession planning. Whilst the CEO and Executive Directors are responsible for the overall strategy of the Group, the Board meets at least once a year to review strategy and the future of the business. Implementation of the strategy is delegated by the CEO and Executive Directors to the Executive management team.
The Directors are satisfied that the Board continues to deliver a strategic vision and effective leadership for the Group.
Board Committees
The Board is assisted in discharging its responsibilities through the Audit Committee, Remuneration Committee and Nomination Committee. The Board Committees were formally established during the Board meeting in March 2008.
Membership of the Audit and Remuneration Committees consists wholly of Non-Executive Directors. Each Committee has clearly defined terms of reference which are reviewed annually. The Board is kept fully informed of the decisions of its Committees and the minutes are circulated with the Board papers. A summary of the Committees of the Board and their membership is provided below.
Audit Committee
The Audit Committee is responsible for making recommendations to the Board on the appointment and terms of reference of the auditors and to receive and review reports from management and the Company’s auditors on the financial accounts and internal control systems used throughout the Company. Peter Lai Hock Meng as chairman, John Slosar and Olivier Maes are members of the Committee. The Board believes that members of the Committee have recent and relevant financial experience.
The external Auditors, the CEO and the CFO will regularly attend meetings at the invitation of the Committee. The Audit Committee is scheduled to meet no less than three times in a calendar year.
Nomination Committee
The Nomination Committee is chaired by Paul Selway-Swift and its members are the CEO and Olivier Maes. The Committee is responsible for reviewing the structure, size, composition and skills of the Board, presenting suitable candidates to fill Board vacancies, reviewing succession planning for the Board and senior managers, evaluating the time commitment of the Chairman and Non-Executive Directors, undertaking the performance evaluation of the Board and reviewing the reappointment of Non-Executive Directors.
The Committee is responsible for assessing the composition, diversity and skill set of the Board and is aware that as the Company grows there may be a future need to expand the size of the Board. The Committee will regularly review this need. There is a robust procedure for selecting candidates for vacancies. The Committee’s performance is evaluated as part of the overall Board evaluation exercise.
