The Board and its Committees
Composition of the Board
Brief biographies of the present Board members can be found here. As from 7th August 2015, the Board comprises a Non-Executive Chairman, a Non-Executive Deputy Chairman, a Senior Independent Non-Executive Director, a Non-Executive Director, and two Executive Directors.
The Non-Executive Chairman, the Senior Non-Executive Director and the Non-Executive Director are considered by the Board to be independent in character and judgement and to be free from any business or other relationship or circumstance that could impact on such independence. The Non-Executive Deputy Chairman is not considered to be independent, having previously served as an Executive Director of the Company and in relation to his shareholding in and loan to the Company. The Company’s Articles of Association require that all Directors are subject to election by the shareholders at the first Annual General Meeting after appointment and thereafter if not elected or re-elected at the two preceding Annual General Meetings.
The Board structure creates a balance such that no individual or small group of individuals can dominate decision-making. The roles of Chairman and Chief Executive are clearly separated and have defined responsibilities. The Chairman sets the agenda for Board meetings and directs the running of the Board. The Board is supplied in advance of its meetings with appropriate financial, operational and other information to enable the meetings to be effective. The Chief Executive’s responsibilities focus on managing the Group and implementing Board strategy and policy. During the year, the Non-Executive Directors have particular responsibility for the scrutiny of management performance, the review of financial information and the constructive challenge and development of strategy; in addition, the Non-Executive Directors have particular responsibility for the Board committees described below.
The Chairman is responsible for the process to ensure that Directors keep their skills and knowledge up to date and to encourage their professional development. The Company ensures that adequate time and financial resources are made available for Directors to attend appropriate training, and that newly appointed Directors receive a tailored induction programme appropriate to their needs. The Directors have direct access to the Company Secretary or, if required, independent professional advice at the Company’s expense to be informed on all governance and other matters of importance to their Board responsibilities.
The Board has reserved specific responsibilities to itself including: setting strategy and approving annual budgets; reviewing financial and operational performance; approving policies for controls and risk management; approving major capital expenditure, disposals and major business development; reviewing the health and safety levitra policy and performance of the Group; approving patent abandonment; approving appointments to the Board and the position of Company Secretary; approving policies relating to Directors’ remuneration and the severance of Directors’ contracts; and the processes to ensure that an appropriate and constructive dialogue takes place with shareholders.
Decisions are delegated to individual Executive Directors and senior management by reference to areas of specific responsibility and financial limits that relate to annually approved budgets, financial forecasts and the approved business plan.
The Board has delegated specific responsibilities to three committees. Each committee operates within defined terms of reference set by the Board, copies are available below.