The Board has ultimate responsibility for the overall leadership of the Group and in this role it oversees the development of a clear strategy for the Group, monitors operational and financial performance against agreed goals and objectives and ensures that appropriate controls and systems are in place to manage risk. It has a formal schedule of matters specifically reserved to it.
The Board meets eight times a year and currently comprises of the Chairman, the Group Chief Executive, the Group Finance Director, the Chief Technology Officer and four independent non-executive directors. The Chairman is an independent (non-executive) director. All members of the board have full access to the advice and services of the Company Secretary. Where necessary the directors may take independent professional advice at the company's expense.
The matters reserved for the Board can be categorised into four broad areas:
- Matters required by law to be reserved for the Board’s decision, such as approval of the report and accounts, appointment of new Directors and declaring dividends.
- Requirements of the UK Listing, Prospectus and Disclosure and Transparency Rules, such as approval of circulars to shareholders and significant communications.
- UK Corporate Governance Code recommendations, such as ensuring the Company has a sound system of internal control and risk management, and approving the Board’s and Committees’ terms of reference.
- Other matters such as approval of the Group’s strategy and budget, material corporate transactions and capital expenditure