Board Responsibilities

We maintain a clear division of responsibilities between the leadership of the Board and the executive leadership of the business. The Board as a whole is responsible for:

Purpose, values and strategy

Setting and role modelling our corporate purpose and shared values.
Setting the strategy to deliver our purpose, and secure the continued growth of the Group over the long term in the interests of our shareholders, taking account of our responsibilities to colleagues, customers, the communities in which we operate and the interests of our other stakeholders.
Ensuring that resources are in place to deliver the strategy.

Governance

Instilling and maintaining a culture of openness, integrity and transparency.
Oversight of succession planning and talent management.
Ensuring that financial and other controls and processes for risk management are in place and working effectively.
Setting an effective remuneration policy.
Ensuring that a process for assessing stakeholder balance is embedded in key decision-making and maintaining good relationships with shareholders and all of our stakeholders.

Performance

Reviewing progress towards strategic and operational goals and the performance of management.
Ensuring that Board balance and committee membership are appropriate and effective, and fully compliant with the requirements of the Corporate Governance Code.

Matters reserved for the Board

CLEAR AND FORMAL BOARD RESPONSIBILITIES

The Board has adopted written statements setting out the respective responsibilities of the Chair, the Deputy Chairman, the Chief Executive Officer, the Senior Independent Director of the Board, Board Committee members and the Company Secretary as set out below. An overview of responsibilities for individual Board Committees and their Chairs are set out in their relevant Committee reports.

CHAIR – ALISON BRITTAIN

EXECUTIVES/NON-INDEPENDENTS

Will Adderley Deputy Chairman

Nick Wilkinson Chief Executive Officer

Karen Witts Chief Financial Officer

Marion Sears Non-Executive Director

INDEPENDENT NON-EXECUTIVES

William Reeve Non-Executive Director

Ian Bull Non-Executive Director

Peter Ruis Non-Executive Director

Arja Taaveniku Non-Executive Director

Vijay Talwar Non-Executive Director

Kelly Devine Non-Executive Director

CHAIR

Alison Brittain is responsible for:

The leadership, effectiveness and governance of the Board.
Setting the agenda, style and tone of Board discussions with a particular focus on strategic matters.
Ensuring each Non-Executive Director makes an effective contribution to the Board.
Ensuring that the Directors receive accurate, timely and clear information.
Chairing the Nominations Committee.
Promoting a culture of openness and debate.
Facilitating constructive Board relations.

Chair’s responsibilities

DEPUTY CHAIRMAN

Sir Will Adderley is responsible for:

Maintaining a close dialogue with the Chair and the CEO.
Contributing to the development of the Group’s purpose, culture and values by promoting and visibly demonstrating the Company’s long-established shared values.
Assisting the CEO in strategic and operational activities as requested.
Supporting and deputising for the Chair as required.
Member of the Nominations Committee.

Deputy Chairman's responsibilities

SENIOR INDEPENDENT NON-EXECUTIVE DIRECTOR

William Reeve is responsible for:

Acting as a ‘sounding board’ for the Chair and an intermediary for the other Directors.
Leading the Non-Executive Directors in their annual assessment of the Chair’s performance.
Making oneself available to shareholders, particularly if they have concerns that the normal channels have failed to resolve, or for which such contact would be inappropriate.
Leading the Chair succession process.

Senior Independent Director's responsibilities

CHIEF EXECUTIVE OFFICER

Nick Wilkinson is responsible for:

Proposing the strategic objectives of the Group for approval by the Board, and delivering the strategic and financial objectives in line with the agreed purpose and strategy.
Leading the Executive Board and senior management in managing the operational requirements of the business.
Leading the climate change and sustainability objectives of the Group.
Providing clear and visible leadership of our shared values.
Effective and ongoing communication with colleagues and shareholders.

Chief Executive Officer responsibilities

CHIEF FINANCIAL OFFICER

Karen Witts is responsible for:

Working with the CEO to develop and implement the Group’s purpose and strategic objectives.
The financial delivery and performance of the Group.
Ensuring that the Group remains appropriately funded to pursue the strategic objectives.
Ensuring proper financial controls and risk management of the Group and compliance with associated regulation.
Investor relations activities and communications with shareholders.

NON-EXECUTIVE DIRECTORS

Ian Bull, William Reeve, Peter Ruis, Arja Taaveniku, Vijay Talwar, Marion Sears and Kelly Devine are responsible for:

Constructive contribution and challenge to the development of strategy and ensuring that decisions are taken so as to promote the success of the Company in the interests of all stakeholders.
Monitoring operational and financial performance and scrutiny of management performance in the delivery of strategic objectives.
Oversight of financial and other controls and processes for risk management.
William Reeve chairs the Remuneration Committee and is the Senior Independent Director; Ian Bull chairs the Audit and Risk Committee.
Marion Sears is the Designated Non-Executive Director for colleague matters.
Vijay Talwar joined the Board after FY21 on 1 October 2021.
Kelly Devine joined the Board on 1 March 2022.
With the exception of Marion Sears, all Non-Executive Directors chair or sit on all Board Committees.

Designated Non-Executive Director for colleague matters

Engaging with colleagues (for example through the National Colleague Voice) so as to represent the ‘Colleague Voice’ at the Board.

COMPANY SECRETARY

Luisa Wright is responsible for:

Supporting the Chair and the Non-Executive Directors with their responsibilities.
Advising on regulatory compliance, corporate governance, climate change and sustainability.
Facilitating individual induction programmes for Directors and assisting with their development as required.
Communications with shareholders and organisation of the AGM.

Company Secretary’s responsibilities