Between the Chairman and the Chief Executive Officer (CEO) and role of Senior Independent Director
|1. Authority and Reporting
|The Chairman reports to the Board.
|The CEO reports to the Chairman (acting on behalf of the Board) and to the Board directly.
|The Chairman is not responsible for executive matters regarding the Group's business. Other than the CEO and the Company Secretary, no executive reports to the Chairman, other than through the Board or the Committees.
|The CEO is responsible for all executive management matters affecting the Group. All members of executive management report, either directly or indirectly, to him/her.
|2. Key Responsibilities
|The Chairman's principal responsibility is the effective running of the Board and providing effective and ethical leadership and is the guardian of the Board's decision-making processes to promote a culture of openness and debate by facilitating the contribution of non-executive directors in particular and ensure constructive relations between executive and non-executive directors.
|The CEO's principal responsibility is running the Group's business in a manner consistent with the strategy and commercial objectives agreed by the Board
|The Chairman is required to constructively challenge and contribute to the development of Group strategy and is responsible for ensuring that the Board as a whole plays a full and constructive part in the development and determination of the Group's strategy and that there are no “no go” areas preventing directors from operating effective oversight for determining the nature and extent of significant risks that the Company is willing to embrace in implementing its strategy and commercial objectives and that there is effective delegation of authority from the Board to the executive management.
The CEO is responsible for:
|The Chairman is required to preside at all meetings of the shareholders and of the Board and arrange for the Chairman of Board committees to be available to answer questions at the annual general meeting and for all directors to attend.
|The CEO is responsible, with the executive team, for implementing the decisions of the Board and its Committees and ensuring the Board knows the executive directors’ view on business issues whilst providing a balanced explanation of any divergence of view in the executive team before a final decision on an issue is taken.
|The Chairman is required to ensure there is effective communication with key stakeholders in the business, including shareholders and members of senior management and to ensure that members of the Board develop an understanding of the views of the key stakeholders and, in particular, that all directors are made aware of the views of the Company’s capital providers.
|The CEO should lead the communication programme with shareholders and other stakeholders in the Company and ensure that the Board is made aware of employees’ views on relevant issues.
|The Chairman is required to develop productive working relationships with all executive directors, and provide support, advice and a sounding board for the CEO while respecting executive responsibility.
|The CEO’s conduct should set an example to the Group’s employees and he is responsible for communicating to them the Board’s expectation in relation to the Group’s culture, values and behaviour.
|3. Other Responsibilities
|Running the Board and setting its agenda with the CEO and take full account of the views of all Board members and ensure that adequate time is available for discussion of all agenda items, in particular issues of strategy, performance, value creation and accountability.
|Providing input to the Board's agenda from himself and other members of the executive team.
|Ensuring that Board agendas take full account of the important issues facing the Group and the views of all directors. There should be an emphasis on strategic, rather than routine issues.
|Ensuring that he maintains a dialogue with the Chairman on the important and strategic issues facing the Group, and proposing Board agendas to the Chairman which reflect these.
Ensuring that the Board receives accurate, timely and clear information on:
so as to enable the Board to take sound decisions, monitor effectively and provide advice to promote the success of the Company.
|Ensuring that the executive team gives appropriate priority to providing reports to the Board which contain accurate, timely and clear information.
|Ensuring, with the advice of the Company Secretary where appropriate, compliance with the Board's approved procedures, including (i) the schedule of matters reserved to the Board for its decision and (ii) the terms of reference of each Committee.
|Ensuring, in consultation with the Chairman and the Company Secretary as appropriate, that he and the executive team comply with the Board's approved procedures, including (i) the schedule of matters reserved to the Board for its decision and (ii) the terms of reference of each Committee.
|Arranging informal meetings of the directors, including meetings of the non-executive directors at which the executive directors are not present, as required to ensure that sufficient time and consideration is given to complex, contentious or sensitive issues.
|Ensuring that the Chairman is alerted to forthcoming complex, contentious or sensitive issues affecting the Group of which he might not otherwise be aware.
Proposing to the Board, in consultation with the CEO, Company Secretary and Committee Chairmen (as appropriate):
other Board policies and procedures.
Providing input to the Chairman, Company Secretary and Committee Chairmen (as appropriate) on appropriate changes to:
|Taking the lead in providing a properly constructed induction programme for new directors, facilitated by the Company Secretary.
|Commenting on induction programmes for new directors and ensuring that appropriate management time is made available for the process.
|Taking the lead in identifying and seeking to meet the development needs both of individual directors and of the Board as a whole, assisted by the Company Secretary and be aware of, and responding to his or her own development needs, including people and other skills, particularly if it is his or her first time in the role.
|Ensuring that the development needs of the executive directors and other senior management reporting to him are identified and met.
|Regularly consider the Board’s succession planning and composition.
|Providing information and advice on succession planning to the Chairman and Nomination and Corporate Governance Committee and other members of the Board, particularly in respect of executive directors.
|Ensuring that the performance of the Board as a whole, its Committees, and individual directors is formally and rigorously evaluated at least once a year, in accordance with their respective terms of reference (as applicable). Scrutinising the performance of management in meeting agreed goals and objectives and monitoring the reporting of performance on an ongoing basis and encourage such bodies and persons to act on the results of such evaluations.
|Ensuring that performance reviews are carried out at least once a year for each of the executive directors. Providing input to the wider Board evaluation process.
|After reviewing all internal and external options, and in consultation with the Board, to act as CEO in the temporary involuntary absence of disability of the CEO or during any period, including in the event of a crisis, in which the Board has failed to appoint a CEO or temporary CEO.
|Performing such other duties and exercising such power as from time to time may be assigned to him by the Board.
|Promoting the highest standards of integrity, probity and corporate governance throughout the Group and particularly at Board level and consult the senior independent director on Board matters under applicable corporate governance rules and principles.
|Promoting, and conducting the affairs of the Group with the highest standards of integrity, probity and in accordance with applicable rules and principles of corporate governance, including the Company’s Articles of Association and the resolutions of the Board in effect from time to time and ensuring such governance standards spread through the Group.
|4. Status of this Statement
|Any amendments to this statement are a matter reserved to the Board for its decision.
In this document, a reference to:
- the “Board” is to the board of the directors of the Company from time to time;
- a “Committee” is to a committee of the board, including (without limitation) the Remuneration Committee, Nomination and Corporate Governance Committee and the Audit and Risk Committee;
- the "Group" shall mean collectively the Company, its subsidiaries and its subsidiary undertakings.
Approved by the Board on 25 February 2014
Role of Deputy Chairman/Senior Independent Director
- The Deputy Chairman/Senior Independent Director (the “SID”) shall be appointed by the Board from among the independent non-executive directors.
- As part of his or her role the SID shall:
- provide a sounding board for the Chairman and serve as an intermediary for the other directors when necessary.
- be available to shareholders if they have concerns which contact through the normal channels of Chairman, CEO or other executive directors has failed to resolve or for which such contact is inappropriate;
- lead meetings of the non-executive directors without the Chairman present at least annually to appraise the Chairman’s performance and on such other occasions as are deemed appropriate;
- be responsible for an orderly succession process for the Chairman; and
- assist in the maintenance of the stability of the board and company, particularly during periods of stress. This will involve working with the Chairman, Directors and Shareholders to resolve significant issues, for example:
- in the event of a dispute between the Chairman and the CEO;
- where the shareholders or Non Executive Directors have expressed concerns that are not being addressed by the Chairman or the CEO;
- where the strategy being followed by the Chairman and the CEO is not supported unanimously by the Board;
- where the relationship between the Chairman and the CEO is particularly close and decisions are being made without the approval of the full Board; or
- where succession planning is being ignored; and
- in the event of a matter that requires the approval of the Board or of the board of any Group Company under the Group’s internal policies and procedures and that gives rise to a conflict of interest between (1) the Group’s principal shareholder, KKR My Best Friend Limited (formerly KKR My Best Friend Cayman Topco Limited) (the “Principal Shareholder”) or any of its associates and (2) any Group Company, the Deputy Chairman may require the Independent Directors to vote on behalf of the relevant Group Company in relation to that matter and shall ensure adherence by all parties to the terms of the relationship agreement between the Principal Shareholder and the Company entered into on or about 28 February 2014.