Determines and develops the strategy for the business
Provides entrepreneurial leadership
Ensures the Company is adequately resourced to meet its strategic objectives
Sets the values, standards and controls necessary for risk to be effectively assessed and managed
Ensures the Company meets its obligations to its stakeholders
Meets on a quarterly basis, with additional meetings convened at interim times as required
Chair
John Martin
Responsibilities are clearly established, set out in writing and agreed by the Board
A role distinctly separate from that of the Chief Executive Officer
Responsible, jointly with the Chief Executive, for the leadership of the Company and for promoting the highest standards of integrity and probity
Responsibility for the leadership of the Board
Leads constructive challenge of the Executives’ strategy through open and probing discussion
Meets with the NEDs without the Executives present, at least annually
Responsibility for ensuring:
The Board is effective in all aspects of its role
The Board agenda is set with adequate discussion time applied
The NEDs are fully apprised of all the aspects of the business
The Boardroom culture is one of openness and debate
The effective contribution by the NEDs is adequately facilitated
There are constructive relationships between the Executives and the NEDs
Chief Executive Officer
Jann Brown
Responsibilities are clearly established, set out in writing and agreed by the Board
A role distinctly separate from that of the Chair
Responsibility, jointly with the Chair, for the leadership of the Company and for promoting the highest standards of integrity and probity
Responsibility for:
Leading the Executives and Management Team
Ensuring management’s effectiveness in running the business and implementing strategy and policy
Chief Financial Officer
Sue Rivett
Responsibilities are clearly established, set out in writing and agreed by the Board
A role distinctly separate from that of the Chair
Responsibility, jointly with the CEO, for the leadership of the Company and for promoting the highest standards of integrity and probity
Responsibility for:
The implementation of the Board’s agreed strategy through the development of an appropriate business plan and for implementing decisions approved by the Board in accordance with their relevant authority
Leadership of the senior managers in the day-to-day running of the Group’s business, managing the Group’s risk programmes including the environmental, health, safety and social performance of the business
Ensuring the Company has adequate financial and human resources to implement its objectives
Non-Executive Directors
John Martin, Marianne Daryabegui, Lisa Mitchell, Geoffrey Green
A supervisory role that contributes to the development of strategy by:
Constructive challenge, probing and debate
Review and analysis drawn from their particular skill set, experience and knowledge
Scrutiny of the performance of management in meeting their agreed goals and objectives
As members of the Board’s principal Committees, responsibility for:
Ensuring the integrity of financial information
Ensuring that financial controls and systems of risk management are effective, adequate, robust and defensible
Determining the Executive’s remuneration
The appointment and removal of Directors and setting out of the Board’s approach to succession planning
Ensuring possession of sufficient information for the discharge of duties – this may be achieved through dialogue with management, training and consultation with independent professional advisors, as required.
Senior Independent Director
Geoffrey Green
An independent leadership role to the Board
Is available to the Chair to discuss and develop ideas to maximise the Board’s effectiveness
Serves as an intermediary to other Directors, if required, to ensure that each individual’s views are fully considered in reaching unitary consensus on Board matters
Meets at least annually with the other NEDs, without the Chair present Facilitates discussion including the appraisal of the Board’s effectiveness and performance of the Chair
Is available as an alternative point of contact for investors.
Company Secretary
Tony Hunter
The Company Secretary is appointed by the Board
Responsibility for facilitating the communications and processes of the Board, both within the Board and its committees and with management, in compliance with Board procedures and governance guidelines
Facilitates the induction programme for new Directors upon their appointment. This is tailored to the new Director’s individual qualifications and experience
Provides advice through the Chair as may be required in the ongoing discharge of the Directors’ duties, including ensuring that the Company provides the necessary resources for access to independent advice and any individual professional training and development needs agreed with each Director
Ensures that briefing sessions are provided in the course of regular Board meetings and Committee meetings on relevant issues as deemed appropriate, including in relation to corporate governance and social responsibility as well as new and evolving statutory and other compliance matters when deemed appropriate.