Audit Committee Terms of Reference approved by the Board on 14 December 2017.
- Three independent Non-Executive Directors (at least one of whom shall have recent and relevant financial experience), to be appointed by the Board, on the recommendation of the Nomination Committee, and in consultation with the Chairman of the Audit Committee. The Chairman of the Board shall not be a member of the Committee. Appointments to the Committee shall be for a period of up to three years, extendable by no more than two additional three-year periods, if the relevant member continues to be deemed independent by the Board of Directors (the “Board”). The Committee as a whole shall have competence relevant to the sector in which the Company operates in accordance with provision C3.1 of the 2016 UK Corporate Governance Code (the “Code").
- Only members of the Committee have the right to attend Committee meetings. In accordance with the 2016 FRC Guidance on Audit Committees, it is expected that the Finance Director, Head of Internal Audit and Risk and External Audit Lead Partner will be invited regularly to meetings. The Committee may invite others including the Chairman and the Chief Executive Officer, to attend all or part of any meeting. The Company Secretary, or their nominee, shall act as Secretary of the Committee, and the Committee shall have access to the services of the Company Secretary on all Committee matters.
- The Company Secretary, the External Audit Lead Partner, the Finance Director, the Head of Internal Audit and Risk and other key people involved with the Company’s governance shall have access to the Chairman of the Committee or any other member as required, in relation to any matter falling within the remit of the Committee.
- Meetings of the Committee will normally be held at least four times a year and at such other times as the Committee deems appropriate.
- The quorum necessary for decisions of the Committee shall be any two members of the Committee.
- The Chairman (or, in his absence, an alternative member of the Committee) shall attend the Annual General Meeting to answer questions concerning matters falling within the ambit of the Audit Committee and maintain contact as required with the Company’s principal shareholders about matters falling within the ambit of the Audit Committee in the same way as for other matters.
- The Committee shall meet, as required and at least on an annual basis, with the External Auditor and also with the Head of Internal Audit and Risk without any executive member of the Board or other Company representatives in attendance at either meeting.
The Committee will:
- be primarily responsible for the appointment of the External Auditor, including negotiating and agreeing the fee and scope of the audit, initiating a tender process, influencing the appointment of an engagement partner and making formal recommendations to the Board, to put to shareholders for approval in a general meeting, in relation to the appointment, re-appointment and removal of the External Auditor;
- oversee the selection process for a new External Auditor and if the External Auditor resigns, investigate the issues leading to this and determine whether any action is required;
- ensure that an External Auditor tender process is carried out in accordance with the requirements set out within The Statutory Audit Services for Large Companies Market (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014 and Articles 16 and 17 of EU Regulation No 537/2014, having specific regard to the frequency and manner in which such a process must be carried out;
- evaluate the risks to the quality and effectiveness of the financial reporting process on an ongoing basis, including with regards to the External Auditor;
- oversee the overall relationship between the Company and its External Auditor including, but not limited to:
- approving the remuneration to be paid to the External Auditor in respect of audit services provided, whilst ensuring that an effective, high quality audit can be conducted for such a fee;
- ensuring that no fee payable to the External Auditor is calculated on a predetermined basis relating to the outcome or result of work performed for that fee;
- ensuring that no fee payable to the External Auditor is calculated on a predetermined basis relating to the outcome or result of work performed for that fee;
- developing and recommending to the Board a policy for the engagement of the audit firm for any non-audit services, specifically taking account of provisions 4.34 to 4.36 of the FRC’s 2016 Ethical Standard and keeping the policy under ongoing review;
- setting and applying a formal policy specifying the types of non-audit service for which use of the External Auditor is pre-approved, ensuring that such services are limited to those which are, in its view, clearly trivial;
- setting a policy for how it will assess whether non-audit services have a direct or material effect on the audited financial statements and how it will assess and explain the estimation of the effect on the financial statements;
- agreeing with the Board, the Company’s policy for the employment of former employees of the External Auditor, and monitoring the application of that policy, paying particular attention to the part of the policy regarding former employees of the External Auditor who were part of the audit team and moved directly to the Company;
- the approval of the External Auditor’s terms of engagement, including any engagement letter issued at the start of each audit and the scope of the audit;
- the approval of the External Auditor’s terms of engagement, including any engagement letter issued at the start of each audit and the scope of the audit;monitoring the External Auditor’s compliance with the FRC’s 2016 Ethical Standard on the rotation of the audit partner, the level of fees paid by the Company compared to the overall fee income of the firm, office and partner and other related regulatory requirements;
- discussing with the External Auditor, before the audit commences, the nature and scope of the audit to ensure that appropriate plans are in place, and ensuring co-ordination where more than one audit firm is involved;
- discussing with the External Auditor problems and reservations arising from the audit, including major issues which arose during the audit, key accounting and audit judgements, levels of errors identified during the audit, the effectiveness of the audit process taking into consideration relevant UK professional and regulatory requirements, and any other matters the External Auditor wishes to discuss;
- reviewing any representation letter requested by the External Auditor before it is signed by management, giving particular consideration to matters where representation has been requested which relates to non-standard items
- reviewing the management letter and management’s response to the External Auditor’s findings and recommendations.
- review the integrity of and challenge where necessary, the annual and interim financial statements, the accompanying reports to shareholders, the preliminary announcement of results and any other announcement regarding the Company’s results or other financial information to be made public, before submission to the Board, focusing particularly on:
- the quality and appropriateness of accounting policies and practices;
- any significant estimates and judgements;
- any significant or unusual transactions, especially where differing accounting treatments may be used;
- compliance with accounting standards and other guidance on accounting and disclosure requirements issued by regulators;
- clarity and completeness of disclosure in the financial reporting and the context in which statements are made;
- compliance with statutory and stock exchange requirements (for any exchange on which the Company’s securities are quoted).
The Committee will also:
- where requested by the Board provide advice on whether the annual report, taken as a whole, is fair, balanced and understandable and provide the information necessary for shareholders to assess the Company’s position and performance, business model and strategy, including whether other information presented in the Company’s Annual Report is consistent with the financial statements;
- assist the Board in making its assessment as to whether it is appropriate to adopt the going concern basis of accounting in preparing the annual and half-yearly financial statements, and identifying any material uncertainties to the Company’s ability to do so over a period of at least twelve months from the date of approval of those financial statements; and
- if requested, and taking account of the Company’s current position and principal risks, provide advice to the Board in making a statement (the “Viability Statement”) which assesses the prospects of the Company over a defined period (the “Assessment Period”) and states whether the Board has a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the Assessment Period, drawing attention to any necessary qualifications or assumptions as may be necessary; and
- evaluate the risks to the quality and effectiveness of the financial reporting process on an ongoing basis, including consideration of the findings of the external audit.
Internal Controls and Risk Management Systems
- advise the Board on the statements to be included in the annual report on internal control and risk management;
- keep under review the Company’s internal financial controls;
- keep under review the effectiveness of the internal control and risk management systems, and make appropriate recommendations to the Board for their approval;
- review the adequacy and security of the Company’s arrangement for its employees and contractors to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters, ensure that arrangements are in place for the proportionate and independent investigation of such matters and be responsible for determining that such matters have been adequately resolved;
- review the Company’s procedures for preventing and detecting fraud and bribery;;
- if requested, provide advice to the Board concerning its confirmation in the annual report that it has carried out a robust assessment of the principal risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity;
- review and monitor the effectiveness of the internal audit function in the overall context of the Company’s risk management system, including ensuring that it has adequate resources and appropriate access to information to fulfil its duties effectively and is equipped to do so in accordance with appropriate professional standards for internal auditors;
- approve the appointment and any proposed dismissal of the Head of Internal Audit and Risk and review and approve annually the audit universe, internal audit plan (ensuring that this is aligned to the key risks of the business) and internal audit charter;
- consider, from time to time, whether an independent, third party review of internal audit effectiveness and processes is appropriate;
- review reports addressed to the Committee from the internal auditor;
- review and monitor management’s responsiveness to the findings and recommendations of the internal auditor; and
- the Group Head of Internal Audit and Risk shall report to the Group Audit Committee Chairman in respect of all matters related to the development and execution of the internal audit plan, and the Group Audit Committee Chairman shall approve his/her remuneration arrangements, including the quantum of any annual bonus payment. In respect of other day-to-day matters, he/she will report to the Group Finance Director.
- annually review the Company’s Treasury policies;
- annually review the Company’s Tax policies;
- annually review its own performance, constitution and Terms of Reference to ensure that it is operating effectively and recommend any changes it considers necessary to the Board; and
- consider other relevant matters as defined by the Board and make recommendations on these matters.
- The Chairman of the Committee shall report formally to the Board (i) on its proceedings after each meeting on all matters within its duties and responsibilities and (ii) on how it has discharged its duties and responsibilities. Including (a) the significant issues that it considered in relation to the financial statements and how these were addressed, (b) its assessment of the effectiveness of the external audit process and its recommendation on the appointment or reappointment of the External Auditor and (c) any other issues on which the Board has requested the Committee’s opinion.
- The Committee will make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
- The Committee shall produce a report (the “Report”) on its activities to be included in the Company’s annual report.
- The Report shall include, amongst other things, the following
- the significant issues that the Committee considered including (i) issues in relation to the financial statements, and how these issues were addressed, having regard to matters communicated to it by the External Auditor, (ii) the nature and extent of interaction (if any) with the Financial Reporting Council’s (“FRC”) Corporate Reporting Review team and (iii) where the Company’s audit has been reviewed by the FRC Audit Quality Review Team, make disclosures concerning any significant findings and the actions that the Committee and the External Auditor intend to take as a result of such findings;
- an explanation of how the Committee has assessed the effectiveness of the external audit process and the approach taken to the appointment or reappointment of the External Auditor, information on the length of tenure of the current audit firm, the current audit partner name and for how long the partner has held the role, when a tender was last conducted and advance notice of any retendering plans;
- if the External Auditor provides non-audit services: (i) an explanation of how auditor objectivity and independence are safeguarded, (ii) the Committee’s policy for the approval of non-audit services, (iii) fees paid to the External Auditor for audit related and non-audit services, including the ratio of audit to non-audit work and, for each significant engagement, or category of engagements, an explanation of what the services are and why the Committee concluded that it was in the best interests of the Company to purchase them from the External auditor; and
- how the Committee composition requirements required under the Code have been addressed, and the names and qualifications of all members of the Committee during the relevant reporting period, if not provided elsewhere.
- Unless more stringent requirements are made by these Terms of Reference, the meetings and proceedings of the Committee will be governed by the Company’s Articles of Association regulating the meetings and proceedings of Directors.
- The Committee is entitled to employ, at Computacenter’s expense, the services of such independent advisers as it deems necessary to fulfil its responsibilities.
- The Committee is authorised to seek any information from any employee of the Company or a subsidiary in order to perform its duties, including requiring them to be questioned at a Committee meeting.
- The Committee is entitled to have published, in the Company’s annual report, details of any issues that cannot be resolved between the Committee and the Board.
Nomination Committee Terms of Reference approved by the Board on 14 December 2017.
- The Nomination Committee (“Committee”) shall consist of a majority of independent Non-Executive Directors.
- In appointing the members, the Board will have due regard to the Listing Rules of the UK Listing Authority and the provisions of the 2016 UK Corporate Governance Code.
- The Committee shall be chaired by the Chairman of the Board, unless if the Committee is convened to consider the selection of the Chairman of the Board, in which event, the Senior Independent Director shall in the interim, chair the Committee.
- No Director shall be present during that part of a meeting when his/her own
re-appointment is discussed.
- Other employees of the Company and external consultants and advisers may attend Meetings by invitation of the Chairman of the Committee.
- The Company Secretary, or their nominee shall act as the Secretary of the Committee.
- Meetings of the Committee will normally be held at such times as the Committee deems appropriate, but two meetings a year shall, as a minimum, be convened.
- Valid attendance may be via telephone or video conference.
- The quorum necessary for decisions of the Committee shall be any two members of the Committee, both of whom must be independent Non-Executive Directors. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
- The Secretary shall summon the meetings of the Committee, through forwarding a notice of each meeting, together with an agenda of items to be discussed, confirmation of the venue, time and date, to each member of the Committee, in reasonable time prior to the date of the meeting.
- Minutes of meetings shall be taken by the Company Secretary or the Secretary appointed at the meeting by the Chairman and will be circulated to all Board Members (if appropriate) and the Company Secretary.
The Committee will:
- lead the selection process for the appointment of Executive and Non-Executive Directors to the Board of Computacenter plc. The Committee will be solely responsible for such selection and will present its recommendation for such appointments for consideration to the Board;
- make recommendations to the Board concerning the re-election by shareholders of Directors under the annual re-election provisions of either the UK Corporate Governance Code or the retirement by rotation provisions in the Company’s Articles of Association, having due regard to their performance and ability to continue to contribute to the Board in the light of the knowledge, skills and experience required;
- at least annually, evaluate the balance of skills, experience, independence and knowledge on the Board and the benefits of diversity, including gender diversity and present its recommendations, on structure, size and composition, to the Board;
- where the Committee deems an adjustment necessary, it will prepare a description of the role and capabilities required for a particular appointment and present such description to the Board;
- give full consideration to succession planning and development for Directors, taking into account the challenges facing the Company and such skills and expertise required on the Board to challenge and develop the Company’s strategy;
- ensure that on appointment, all Non-Executive Directors receive a formal letter of appointment, setting out clearly what is expected of them in terms of time commitment, committee service and involvement outside Board meetings;
- rigorously review the appointment of any Non-Executive Director who has served a term longer than six years, taking into account the need for progressive refreshing of the Board;
- review annually the need for all Directors to have sufficient time to discharge their responsibilities effectively;
- to review annually the training and development needs for each Director; and
- review annually its Terms of Reference (which it shall make public on the Company's website) and the Committee’s own performance to ensure that it is operating at maximum effectiveness, and contribute such self-evaluation to the wider annual Board evaluation process.
- Unless varied by these Terms of Reference, the meetings and proceedings of the Committee will be governed by the Company's Articles of Association regulating the meetings and proceedings of Directors.
- The Committee is entitled to employ, at Computacenter’s expense, the services of such advisers as it deems necessary to fulfil its responsibilities.
Remuneration Committee Terms of Reference approved by the Board on 14 December 2017.
- The Committee shall consist of not less than three members. These will all be independent Non-Executive Directors appointed by the Board. The Chairman of the Board may be a member of, but not chair, the Committee, provided that he/she was independent on appointment. Members shall be appointed on the recommendation of the Nomination Committee and taking account of any actual or potential Conflicts of Interest.
- The Group Chief Executive Officer and other individuals may be invited to attend meetings to consult with the Committee about any proposals to be considered, except matters relating to their own remuneration. This may include external advisers at the invitation of the Committee.
- Appointments to the Committee shall be for an initial period of three years, which may be extended for two further periods of up to three years, provided that the member (other than the Chairman of the Board) still meets the criteria for independence and/or membership of the Committee.
- The Board shall appoint the Committee Chairman who shall be an independent Non-Executive Director. In the absence of the Committee Chairman and/or an appointed deputy, the remaining members present shall elect one of themselves to chair the meeting who would qualify under these terms of reference to be appointed to that position by the board.
- Meetings of the Committee will normally be held at least three times per year and at such other times as the Committee deems to be appropriate.
- The quorum necessary for decisions of the Committee shall be any two members of the Committee. The Chairman of the Board shall not form part of this quorum.
- The Company Secretary or his or her nominee shall act as Secretary to the Committee and will ensure that the Committee receives information and papers in a timely manner, no later than five working days before a meeting of the Committee, to enable full and proper consideration to be given to the issues.
- Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee, any other person required to attend and all other Non-Executive Directors, no later than five working days before the meeting.
- The Secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.
- Draft minutes of Committee meetings shall be circulated promptly to all members of the Committee. Once approved, minutes should be circulated to all other members of the board unless in the opinion of the Committee Chairman it would be inappropriate to do so.
The role of the Committee will be to determine on behalf of the Board:
- the Company’s policy on executive remuneration, taking account of all factors which it deems necessary, including the pay and employment conditions across the company or group, and having due regard for the ongoing appropriateness and relevance of that policy at all times taking into account the views of shareholders and other stakeholders;
- the specific remuneration packages for Executive Directors, the Chairman of the Board of the Company and specified Senior Executive members including, but not limited to, salary, bonus, share incentive schemes, pension rights and compensation payments;
- review the design and ongoing appropriateness of, determine targets for, and approve total annual payments made under the Company’s performance related pay schemes;
- review the design of all share incentive plans for approval by the Board and shareholders, as required, and additionally determine whether awards will be made and subsequently vest in accordance with the terms of such plans;
- consider pension consequences and associated costs to the Company of basic salary increases and any other changes to pensionable income;
- ensure that contractual terms on termination recognise that failure is not rewarded, that the duty to mitigate loss is fully recognised and that any payments made are fair to the individual, and reasonable for the Company, having regard to all of the circumstances;
- establish the selection criteria, select, appoint and set fees and the terms of reference for any remuneration consultants who advise the Committee;
- have regard to the provisions relating to the remuneration of directors in the UK Corporate Governance Code, the Listing Rules and the Disclosure and Transparency Rules as well as guidelines published by the Investment Association, the Pensions and Lifetime Savings Association, ISS and any other application rules, as appropriate;
- consult and keep the Chairman of the Board and/or the Chief Executive fully informed of its actions;
- annually review its own performance, constitution and Terms of Reference to ensure that it is operating effectively and recommend any changes it considers necessary to the Board for approval;
- The Committee Chairman shall report formally to the Board on all matters within its duties and responsibilities. The Committee will make whatever recommendations to the Board it deems appropriate on any area within its remit, where action or improvement is needed.
- The Committee shall produce a report of the Company’s remuneration policy and practices which will form part of the Company’s annual report. The report shall be put to shareholders to vote upon in line with the relevant regulations. The duties and results of the Committee’s activities during the year shall also be disclosed in the report.
- The Committee Chairman, or in his/her absence an appointed deputy, shall attend the AGM and shall answer questions, through the Chairman of the Board, on the Remuneration Committee’s report and its responsibilities.
- When, in the opinion of the Board, a significant proportion of votes have been cast against a resolution relating to remuneration at any general meeting, the Committee should, through the Chairman of the Board, explain when announcing the results of the voting what actions it intends to take to understand the reasons behind the vote result.
- Unless varied by these Terms of Reference, the meetings and proceedings of the Committee will be governed by the Company’s Articles of Association regulating the meetings and proceedings of Directors.
- The Committee is entitled to employ, at Computacenter’s expense, the services of such independent advisers as it deems necessary to fulfil its responsibilities.
- The Committee is authorised to seek any information that it requires from any employee of the Company in order to perform its duties.
UK Corporate Governance Code (the "Code")
Main Principles - Compliance
A1 The Role of the BoardEvery company should be headed by an effective board which is collectively responsible for the long-term success of the company.
- The Board meets regularly to discuss the financial and operational performance of Computacenter plc (the “Company”), to define and develop the Company’s strategy and to monitor progress made against the Company’s defined strategic objectives.
- The Strategic Report in the Company’s 2016 Annual Report and Accounts (the “Annual Report and Accounts”) clearly sets out the Company’s strategic objectives.
- Upon appointment, a Director receives a full induction from the Company Secretary which, amongst other things, includes a briefing on duties that he/she owes to the Company, additional training in statutory compliance and regulatory matters where required, and meetings with members of Group Senior Management.
- There is a clear schedule of Matters Reserved for the Board set out on the Computacenter Group website, which includes matters such as approving the Group’s strategy, major transactions (such as mergers and acquisitions) and other significant capital expenditure.
A2 Division of Responsibilities
There should be a clear division of responsibilities at the head of the company between the running of the board and the executive responsibility for the running of the company’s business. No one individual should have unfettered powers of decision.
- The roles of Chairman of the Board and Chief Executive are not exercised by the same individual.
- The division of responsibilities between the two roles is set out in writing, and is reviewed by the Board annually to ensure that it remains relevant and accurate.
- The Chairman’s role is to lead and manage the Board, and to play a role in facilitating the discussion of the Company’s strategy by the Board.
- The Chief Executive is responsible for the day-to-day management of the Company’s operational activities, and for the proper execution of strategy, as set by the Board.
- There is no dominant individual or group of individuals on the Board unduly influencing its collective decision-making ability.
A3 The Chairman
The chairman is responsible for leadership of the board and ensuring its effectiveness on all aspects of its role.
- With support from the Company Secretary, and input from the Chief Executive Officer, the Chairman has full responsibility for setting the Board’s agenda.
- The Chairman sets the meeting timetable, actively encourages contribution from all Directors in Board meetings, and is responsible for ensuring that constructive interaction is ongoing between the individual members of the Board.
A4 Non-executive directors
As part of their role as members of a unitary board, non-executive directors should constructively challenge and help develop proposals on strategy.
- The Chairman and Non-Executive Directors meet twice during the year without the Executive Directors being present, in order to scrutinise the performance of Executive Management and for any significant issues or problems arising to be discussed.
- Any challenge from the Non-Executive Directors is fully recorded within the minutes of meetings of the Board and each of its Committees.
- Each Non-Executive Director attends the Board ‘Strategy Day,’ which is held on an annual basis, at which they are given a full opportunity and are expected to, challenge and develop proposals made by Executive Management in relation to strategy.
- The Chairman encourages an open environment in Board meetings and ensures that Non-Executive Directors are provided with adequate time and opportunity in such meetings to give their views.
- The Senior Independent Director acts as an intermediary between the Chairman and the other Directors.
B1 The Composition of the Board
The board and its committees should have the appropriate balance of skills, experience, independence and knowledge of the company to enable them to discharge their respective duties and responsibilities effectively.
- The Board is pleased to note that, following the appointment of Dr Ros Rivaz to the Board as an additional Independent Non-Executive Director on 11 November 2016, membership of the Computacenter plc Board was, at 31 December 2016, compliant with provision B1.2 of the Code, which requires at least half of the Board, excluding the Chairman, to be independent Non-Executive Directors.
- The founders of the Company, Philip Hulme and Peter Ogden, are Non-Executive Directors, but are not considered independent under the Code, due to their long tenure, substantial shareholding in the Company and their previously held executive positions within the Company. However, in part due to their continuity of service and in-depth knowledge of the Company, the contribution that each makes as a Non-Executive Director is highly valued by other Board members.
- The composition of the Board is regularly reviewed by the Nomination Committee to ensure that it has the appropriate balance of skills, experience and knowledge. As a direct result of this review work, Dr Ros Rivaz was appointed to the Board as a Non-Executive Director on 11 November 2016.
B2 Appointments to the Board
There should be a formal, rigorous and transparent procedure for the appointment of new directors to the Board.
- The appointment of new Directors to the Board is led by the Nomination Committee.
- Further detail on the work of that Committee, and the procedures for the appointment of new Directors to the Board, can be found on pages 56, 59, 73 and 74 of the Company’s Annual Report and Accounts.
All directors should be able to allocate sufficient time to the company to discharge their responsibilities effectively.
- The time commitment required from each Director is stipulated within his/her letter of appointment and discussed openly between the Chairman and the relevant Director prior to appointment.
- As indicated on page 59 of the Company’s Annual Report and Accounts, the Chairman evaluates the commitment of each Board member on an ongoing basis and, as at 31 December 2016, was satisfied that those members, in particular the Non-Executive Directors, have sufficient time to undertake their roles at Board and Committee level.
All directors should receive an induction on joining the board and should regularly update and refresh their skills and knowledge.
- Upon joining the Board, each Director receives a comprehensive induction programme, tailored to his/her specific background and requirements. New Directors receive an induction pack which contains information on the Group’s business, its structure and operations, Board procedures, corporate governance related matters and details regarding Directors’ duties and responsibilities.
- All new Directors are introduced to the Group’s Senior Management team.
B5 Information and Support
The board should be supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its duties.
- The Chairman, with the assistance of the Company Secretary, ensures that the Directors receive accurate, timely and clear information. From this information, the Board reviews the performance of the Executive Directors and Senior Management, in addition to that of the Group.
- All Directors receive appropriate documentation in advance of each Board and Committee meeting, including detailed briefings on all matters, in order to discharge their duties effectively in considering a matter and reaching a decision on it.
- In addition, the Directors receive regular reports on the Group’s performance and matters of importance. Senior Management of the Group regularly present on the results and strategies of their respective business units to the Board, and all Directors are encouraged to meet with the Senior Management team, thereby enabling the Board to remain familiar with the business, current activities and management of the Group.
The board should undertake a formal and rigorous annual evaluation of its own performance and that of its committees and individual directors.
- The Board and its Committees are subject to annual performance reviews, which are led by the Chairman, in the case of the Board, and the relevant chairman for each Committee. Each chairman, assisted by the Company Secretary, decides the scope and format for the review.
- Each year the Board, as required by the Code, carries out an evaluation of its own effectiveness. During the period from December 2016 to January 2017, an external evaluation of the Board and each of its Committee’s performance was carried out by Independent Audit Limited for the financial reporting period. The results were presented to the Board in February 2017 and an action plan drawn up against which progress will be monitored regularly.
All directors should be submitted for re-election at regular intervals, subject to continued satisfactory performance
- The Company’s Articles of Association require a Director to be subject to election at the first Annual General Meeting (‘AGM’) following his or her appointment and thereafter every third year.
- However, in accordance with the Code, all Directors were subject to shareholder election or re-election at the AGM in 2016. Additionally, all Directors will be subject to election or re-election at the 2017 AGM.
C1 Financial and Business Reporting
The board should present a fair, balanced and understandable assessment of the company’s position and prospects
- The Directors’ Report is set out in full in the Company’s Annual Report and Accounts. This report includes an explanation concerning the Directors’ responsibility for preparing the Annual Report and Accounts, and a statement that the Directors’ consider the Annual Report and Accounts, taken as a whole, to be fair, balanced and understandable and that it provides the information necessary for shareholders to assess the Company’s performance, business model and strategy.
- The Annual Report and Accounts also includes an explanation, within pages one to 45, of the strategy for delivering the objectives of the Company, and additionally in the Business Model on pages seven to nine, of the basis on which the Company generates or preserves value over the longer term.
C2 Risk Management and Internal Control
The board is responsible for determining the nature and extent of the significant risks it is willing to take in achieving its strategic objectives. The board should maintain sound risk management and internal control systems.
- As is set out within the Risk Report on pages 22 to 25 of the Annual Report and Accounts, the Board sets the Company’s risk appetite. The activities of the Audit and Group Risk Committees are also set out within the Annual Report and Accounts.
- The Board has overall responsibility for maintaining and reviewing the Group’s systems of internal control and ensuring that the controls are robust and effective in enabling risks to be appropriately assessed and managed.
- The Board conducts an annual review of the effectiveness of the systems of internal control including financial, operational and compliance controls and risk management systems.
C3 Audit Committee and Auditors
The board should establish formal and transparent arrangements for considering how they should apply the corporate reporting and risk management and internal control principles and for maintaining an appropriate relationship with the company’s auditors.
- Whilst the Board sets the Group’s risk appetite, it reviews the operation and effectiveness of the Group’s risk management activities through the Audit and Group Risk Committee, which undertake the day-to-day oversight of the risk management framework on behalf of the Board. The Chairman of the Audit Committee provides an update on the work carried out by the Audit Committee, at each subsequent Board meeting. The Audit Committee is responsible for leading the Group’s relationship with the external auditor.
D1 The Level and Components of Remuneration
Executive directors’ remuneration should be designed to promote the long-term success of the company. Performance-related elements should be transparent, stretching and rigorously applied.
- The Board delegates responsibility for setting appropriate levels of remuneration for its Executive Directors to the Remuneration Committee.
- As is clearly explained within the Annual Statement by the Chairman of the Remuneration Committee in the Annual Report and Accounts, ensuring an appropriate alignment of interests between Executive Directors and shareholders through remuneration is a key goal of the Remuneration Committee, and an underlying principle for its decision-making. Performance-related remuneration for the Executive Directors consists of an annual bonus, which is based on performance over a twelve month period, and Performance Share Plan awards, which have a vesting period of three years. The performance criteria for the annual bonus, and the level of achievement against these, are set out in the Company’s Directors’ Remuneration Report in the Annual Report and Accounts. Full details of the criteria which need to be achieved in order for the Performance Share Plan awards to vest in the Executive Directors is set out in the Company’s Directors’ Remuneration Report on pages 75 to 90 of the Annual Report and Accounts.
There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors. No director should be involved in deciding his or her own remuneration.
- The Company’s Directors’ Remuneration Policy was amended and included in the Annual Report and Accounts for review, and for approval by shareholders at the Company’s 2017 Annual General Meeting.
- Subject always to the considerations and limitations set out in the Company’s Directors’ Remuneration Policy, the process for approval of remuneration, which ensures that no Director is involved in deciding his or her own remuneration, is as follows:
- The Company’s Chairman, CEO and CFO set and approve the Non-Executive Base Director Fee;
- The Board approves the fee for the Chairmanship of each of its Committees (with each relevant Committee Chairman excluded from discussion and approval of the fee payable for his/her position); and
- The Remuneration Committee sets and approves all Executive Director remuneration; and
- The Remuneration Committee sets and approves the single Chairman’s fee (with the Chairman of the Board excluded from discussion and approval of the fee payable to him/her).
E1 Dialogue with shareholders
There should be a dialogue with shareholders based on the mutual understanding of objectives. The board as a whole has responsibility for ensuring that a satisfactory dialogue with shareholders takes place.
- The Board recognises and values the importance of meeting the Company’s shareholders to obtain their views, and has established a programme to communicate with shareholders, based on its financial reporting calendar.
- Meetings are held with major shareholders following both the full-year and half-year results. Normally, these meetings are with the Chief Executive and the Finance Director. The whole Board is briefed on the outcome of these meetings and any issues raised are discussed.
- In addition, once a year, the Company’s top 15 shareholders are invited to meet individually with the Chairman, Company Secretary and Remuneration Committee Chairman to provide feedback on the Company’s management and raise any other comments.
- The Chairman and the Senior Independent Director are contactable at the Company’s registered office address to answer any queries that both institutional and individual shareholders may have.
E2 Constructive Use of the AGM
The board should use the AGM to communicate with investors and to encourage their participation.
- All of the Directors aim to attend the AGM and value the opportunity of welcoming individual shareholders and other investors to communicate directly and address their questions.
- In addition to the mandatory information required, a full, fair and balanced explanation of the business of all general meetings is sent in advance to shareholders.
(1) The Company and each of its subsidiary undertakings ("Group Company") shall not affect any of the matters referred to below without the approval of the Board of Directors of the Company (the “Board”):
- make any changes relating to the Company’s capital structure including reduction of capital, share buy backs, its plc status or its domicile;
- save to a Group Company or its nominee, allot or issue any share or loan capital;
- changes to the Group’s Executive Management;
- grant or agree to grant any options or shares in accordance with Performance Share Plans, above a market value of £500,000 in any one financial year;
- make a significant grant of options or shares under a Performance Share Plan to any individual without the prior recommendation of the Remuneration Committee;
- introduce new share incentive plans or make major changes to existing plans, to be put to shareholders for approval;
- subscribe for, acquire of dispose of any shares in the capital of any company;
- make a business sale purchase of any undertaking;
- acquire the assets of any other person, firm or company, where the transaction value, including working capital financing requirements, exceeds £5 million;
- save for the sale, use or consumption of current assets in the ordinary course of business, dispose of the whole or any material part of its undertaking or assets;
- save with a Group Company, enter into or vary any transaction or arrangement with, or for the benefit of, any director of a Group Company or any other person who is connected (as defined in section 252 of the Companies Act 2006) with any director of a Group Company;
- save from a Group Company, borrow monies (other than by way of agreed facilities) above £5 million or accept credit (other than normal trade credit and excluding back to back operating leases);
- save for in respect of any contractual obligation of the Group’s operating companies in the UK or Germany, issue any guarantee, indemnity or letter of comfort for, or otherwise commit itself in respect of, the due payment of money or the performance of any contract, engagement or obligation of any Computacenter Group Company where exposure will exceed £5 million in value;
- issue any guarantee, indemnity or letter of comfort for, or otherwise commit itself in respect of, the due payment of money or the performance of any contract, engagement or obligation of any other third party person or body where exposure will exceed £1 million in value;
- mortgage or charge or permit the creation of or suffer to subsist any mortgage or charge over the whole or any part of its assets and where the exposure will exceed £1 million in value;
- mortgage or charge or permit the creation of or suffer to subsist any mortgage or charge over the whole or any part of its assets and where the exposure will exceed £1 million in value;
- enter into leasing agreements which would result in a liability above £10 million, per transaction;
- save to a Group Company, make any loan or give any credit (other than normal trade credit) higher than £5000;
- enter into any limited liability partnership or legal joint venture;
- approve major capital projects (and oversee the execution and delivery of such project);
- approve the Group’s Delegated Authority Framework which sets out the levels of authority required to approve or enter into commitments relating to expenditure and certain categories of transactions and contracts. The Delegated Authority Framework specifies levels of authority for transactions, contracts and commitments which are reserved for the Board.
- enter into, or vary in a material respect:
(i) any contract which would impose unlimited liability (unless imposed by operation of applicable law) save in relation to the following:
(a) where unlimited liability is a clear pre-requisite of a contract being awarded to any bidder; and,
(i) the product and/or service is not complex in nature (and in particular does not constitute a solution, nor involve solution and/or design risk); and,
(ii) the customer is a not for profit public sector entity.
(b) liability arising specifically as a result of wilful misconduct/abandonment;
(c) liability arising from an employment claim caused by Computacenter that transfers to a third party by operation of TUPE or other legislation implementing the EU Acquired Rights Directive;
(d) liability arising as a result of infringement by Computacenter of third party intellectual property;
(e) liability arising from a contractual claim caused by Computacenter as a party to a contract, but brought against a third party from whom or to whom the contract has been novated or similarly transferred;
(f) liability arising from a breach of confidentiality obligations;
(g) liability arising as a result of a breach of applicable law;
(h) liability arising as a result of Computacenter having caused a customer to breach Data Protection legislation; or
(ii) any contract
containing unusual terms, having regard to the Group Company’s normal practice, or where the arrangements proposed would suggest activity significantly outside of the ordinary course of the Group Company’s business.
- incur any capital expenditure exceeding in relation to any single item or group of items, £2 million in value;
- dispose of (or retire from use) any asset of a capital nature with a book or market value in excess of £2 million in value;
- approve the dividend policy;
- recommend, propose or pay any dividend or propose or make any other distribution;
- approve or issue any prospectus, circular, listing particulars, notice or other document to shareholders;
- make any announcement to the London Stock Exchange other than routine announcements concerned with total voting rights, shareholdings in the Company and transactions by Persons Discharging Managerial Responsibility;
- enter into or agree to enter into any agreement or arrangement required to be announced to the London Stock Exchange;
- call any meeting of shareholders or circulate into the public domain the proposed resolutions to be put before shareholders at any such meeting;
- appoint any person as a director of the Company, including the Chairman, Chief Executive, Finance Director and Senior Independent Director;
- approve any changes to the structure, size and composition of the Board following recommendations from the Nomination Committee;
- agree continuation in office of directors at the end of their term of office, when they are due to be re-elected by shareholders at the AGM and otherwise as appropriate;
- appoint any person who is not an employee of a Group Company as a director of any Group Company (other than the Company);
- establish any process for the selection of executive and non-executive directors;
- appoint or remove the secretary of the Company;
- appoint, reappoint or remove the external auditor of the Company to be approved by shareholders in the general meeting or agree their remuneration, following the recommendation of the Audit Committee;
- adopt or vary the rules of any pension scheme with which any Group Company is connected;
- determine its treasury policies including foreign currency and interest rate exposure and the use of financial derivatives;
- approve or amend the Company’s risk appetite statement, receiving reports on, and reviewing the effectiveness of, the Group’s specific risk management and control processes, hedging, borrowing limits and corporate security;
- consider all material alterations proposed to the manner, levels and types of insurance policies subscribed to by the Group Company;
- set or vary the nature and extent of the significant risks the Group is willing to take in order to achieve its strategic objectives;
- approve or amend any policy and procedures for the detection of fraud and prevention of bribery and undertaking an annual assessment of these processes;
- formulate any policy regarding charitable donations;
- approve or make any political donations;
- apply to the Court for an administration order or a winding-up order to be made in respect of a Group Company;
- authorise the instigation of or defence against any litigation where the loss potential for the Company or Group Company exceeds £1 million, inclusive of legal costs likely to be incurred;
- responsibility for the overall leadership of the Company and setting the Company’s values and standards;
- set or vary the commercial strategy of the Group and any associated long-term strategic aims and objectives or key performance indicators;
- oversee the Group’s operations ensuring: competent and prudent management; sound planning; maintenance of sound management and internal control systems; adequate accounting and other records; and compliance with statutory and regulatory obligations;
- review performance in light of the Group’s strategic aims, objectives, business plans and budgets and ensuring that any necessary corrective action is taken;
- agree to extend the Group’s activities into new business or geographic areas;
- agree any transaction that requires the Group to establish a physical presence, and associated legal entity, in a country that the Group has not previously operated in;
- agree or vary in any material respect any operating and capital expenditure budgets;
- approve any material changes in accounting policies or practices publicly adopted by a Group Company;
- approve annual plc report and accounts (including the corporate governance statement and directors’ remuneration report), half-yearly report and preliminary and interim statements;
- make any change to the Company's accounting reference date; and
- approve or amend the schedule of matters reserved for the Board.
(2) The following matters are additionally and exclusively reserved for the Board:
- making any determination as to the independence of any Non-Executive Director in light of their character, judgement and relationships;
- consider the balance of interests between shareholders, employees, customers and the community;
- review the Group’s overall corporate governance arrangements;
- receive reports on the views of the Company’s shareholders to ensure they are communicated to the Board as a whole;
- authorise conflicts of interest where permitted by the Company’s articles of association;
- approve Company policies including; Code of Conduct; Share Dealing; Whistleblowing; Health and Safety; Environment and Sustainability; Human Resources; Communications (including procedures for the release of price-sensitive information); and Corporate Social Responsibility;
- approval of the appointment of the Group’s principal professional advisers;
- any decision likely to have a material impact on the Company or Group from any perspective, including, but not limited to, financial, operational, strategic or reputational;
- the continuation in office of any director at any time, including the suspension or termination of service of an executive director as an employee of the Company, subject to the provisions of the law and their service contract;
- approval of membership and chairmanship of, and the terms of reference for, Board Committees and receiving reports on their activities;
- the division of responsibility between the Chairman and the Chief Executive and any changes to the authorities so delegated, and approval of the terms of reference for the Senior Independent Director;
- approval of the broad policy for the remuneration of the Chairman, Executive Directors and Non-Executive Directors of the Company, which will, at all times, ensure that no director is involved in any decision relating to his or her own remuneration; and
- undertake a formal and rigorous annual review of the Board’s own performance, that of its committees and individual directors, and the divisions of responsibilities.
Those matters which the Board considers suitable for delegation are contained in the Terms of Reference of its Committees. This document was approved by the Board on 14 December 2017.
DOING BUSINESS RESPONSIBLY
Computacenter is committed to carrying out business responsibly. In accordance with the 10 core principles of the United Nations Global Compact (UNGC), upon which the Group bases its approach to responsible corporate behaviour, we are focused on three main areas – our people, the environment and the wider community.
I am pleased to confirm that Computacenter remains a constituent of the FTSE4Good Index following the December 2016 review. The FTSE4Good Series is designed to help investors integrate environmental, social and governance (ESG) factors into their investment decisions. The indexes identify companies that better manage ESG risks and are used as a basis for tracker funds, structured products and as a performance benchmark. The ESG Ratings are used by investors who wish to incorporate ESG factors into their investment decision making processes, or as a framework for corporate engagement and stewardship.
In the workplace environment we continue to ensure the Group appropriately supports, develops and protects its people. This includes ensuring that the Group’s practices are compliant with human rights and employment legislation wherever it does business. It has policies and training in place to protect our people from breaching the law and the standards that we expect from them in the course of their duties. To demonstrate our ongoing commitment to ethical and responsible business practices, a new Group-wide Code of Ethics was launched to all employees across all geographies in 2016. The organisation continues to make clear its zero-tolerance approach to Bribery and Corruption, and continues to review, and where necessary update, our policies and processes.
As part of our commitment to ethical corporate behaviour we have also launched an external whistleblowing hotline that we have introduced in partnership with Safecall. This allows our employees to report on a confidential basis any concerns they have about the way the organisation operates.
We are focused on reducing the environmental impact of our activities, particularly in respect of the Group’s carbon emissions.
It is important that Computacenter continues the contribution that it makes to the wider community in which it operates. Our approach in this area has always been that the societies and communities which provide our employees, contractors, suppliers and business partners themselves make an indirect, but important contribution towards the Group’s success. Additionally, it is increasingly the case that our existing and prospective customers view activity in this area as one of the determinant factors in where they wish to place their business. Therefore, not only is making an appropriate contribution in this area the right thing to do for the wider community, it is the right thing to do for our business.
Chief Executive Officer
|Principle 1 ||Businesses should support and respect the protection of internationally proclaimed human rights; and|
|Principle 2 ||ensure that they are not complicit in human rights abuses.|
|Principle 3 ||Businesses should uphold the freedom of association and the effective recognition of the right to collective bargaining;|
|Principle 4 ||the elimination of all forms of forced and compulsory labour;|
|Principle 5 ||the effective abolition of child labour; and|
|Principle 6 ||the elimination of discrimination in respect of employment and occupation.|
|Principle 7 ||Businesses should support a precautionary approach to environmental challenges; and|
|Principle 8 ||undertake initiatives to promote greater environmental responsibility; and|
|Principle 9 ||encourage the development and diffusion of environmentally friendly technologies.|
|Principle 10 ||Businesses should work against corruption in all its forms, including extortion and bribery.|
We are committed to observing high ethical standards in the conduct of our business activities and within our supply chain. We are dedicated to responsible and sustainable corporate management. This includes ensuring that the Group’s practices are compliant with human rights and employment legislation wherever it does business.
With the Modern Slavery (Transparency in Supply Chain) Act now in force in the UK, we have completed a review of our supply chain ahead of publication of our first statement under Section 54. We aim to support our business by working with a diverse set of suppliers. When selecting who we want to work with, we ensure that our terms of engagement are clear and transparent, and such terms support both our Group values and our wider Corporate Social Responsibility objectives. We are committed to the promotion of equality of opportunity and diversity, and we build relationships with organisations which support and adopt similar principles. Our initial supplier selection process is carried out by way of a comprehensive supplier take-on questionnaire, which includes areas such as financial stability, adherence to the UNGC 10 core principles, Human Rights, Working Standards, Working Security, the Environment, Anti-Bribery and Corruption and Supply Chain responsibility. In summary, we look for diverse, ethical, financially stable counter-parties with whom we can do business.
Computacenter promotes environmental sustainability through active promotion of a green ICT agenda. We aim to deliver carbon reductions, reducing waste and improving efficiency through active supply chain collaboration. We will ensure that appropriate standards, policies and processes are applied and maintained within our organisation and supply chain.
Our corporate sustainability policies and procedures promote sustainable IT and our Environmental Management System is independently certified to ISO14001:2004. Our package of environmental initiatives aims to help customers make more informed choices regarding the selection of sustainable IT products.
Our active promotion of a Green ICT agenda is based on our ICT Sustainability Plan 2013 – 2018. This plan involves the implementation of sustainable procurement principles and practices in relation to ICT. Sustainable procurement aims to promote more environmentally responsible products and services, improve product usage, avoid unnecessary demand and consumption, and assess ICT products on a life cycle impact basis.
These principles govern Computacenter’s ICT procurement processes through the use of mandatory and regulatory environmental standards which set a minimum level of environmental performance for relevant ICT acquisitions. These are in line with the Scottish Government’s Sustainable Procurement Strategy and the Greening Scotland ICT agenda.
Other examples of the work we have done include:
- The roll out of low energy LED lighting across our UK business
- Continued monitoring of our CO2 emissions in the UK and nine other countries
- The average CO2 emitted per UK vehicle has continued to reduce from 168g/km in 2009 to 114g/km in 2015, representing a 32 per cent reduction
- Training and communication with our employees to improve their awareness of environmental matters as part of our established Environmental Management System, registered to ISO 14001:2004.
- We are transitioning across to the new ISO14001:2015 standard and expect to receive the final accreditation in October 2017.
Computacenter understands that the services that it provides to its customers, require contributions from a wide range of stakeholders, including its employees, contractors, suppliers and business partners. The societies and communities which provide and support these individuals and organisations therefore themselves make an indirect, but important contribution, towards the groups success, and it’s important that Computacenter gives something back to these societies and communities where it can.
Our employees' enthusiasm goes far beyond providing the best possible service to our customer. They consistently demonstrate a wider sense of social responsibility by raising tens of thousands of pounds each year for Computacenter’s charity partners. Proceeds generated by employees for our three charities are matched by the company, with over £400,000 raised in this way since 2009.
Our current partners in the UK, which are selected by employees, are Alzheimer's Research UK, Rainbow Trust and Mind.
Our colleagues in Spain also double the amount of money the charity committee gathers. In 2016 513 euros where raised by the employees and subsequently matched by Computacenter.
Computacenter France has 1 charity partner, an association called Aide et Action. Every Year, during the end of year party, a tombola is organized and all benefits are given to the association. This association acts against the exploitation of children through the world and builds projects related to children education
Our future talent team continue the outstanding work they have undertaken in recent years in ‘growing our own’ new talent. Their work ranges from offering work experience to very young students through to hosting students during their placement year and after, in starting out their new careers as part of our graduate and apprenticeship schemes.
- In just one month (October 2016), our future talent team attended 18 careers fairs and engaged with over 3000 students
- In 2015, our Project Management Graduate Programme attracted 480 applications and 2016 is on track to exceed that
- Our Global Support Desk is the largest employer of apprentices in our UK operation, having hired 123 apprentices over an 18 month period
One particular area of focus in this future talent work is attracting young women into STEM careers (science, technology, engineering and maths) and this is an area where we’ve developed a whole outreach programme to address the subject in schools, colleges and universities.
We’re looking closely at what it’s like to be a woman in the IT industry, and at Computacenter in particular. We’ve undertaken round-table discussions with our senior female employees, been involved in external programmes such as the ‘Every Woman Counts’ programme with TechUK and in our German operation, we have a senior member of our sales team who has been appointed to lead on this topic.
In Germany we support various initiatives and programs aimed at supporting pupils in their dealings with IT and promoting young talents.
Erlebe IT (www.erlebe-it.de/) - The school initiative of Bitkom brings together young talent, professional orientation and media competence. Colleagues from Computacenter train young people in the competent handling of digital media.
Girls’Day (www. girls-day.de) - On this day, young women and girls have the opportunity to find out more about professions in technical and sciences-oriented areas.
IHK Ausbildungsbotschafter (www.ihk-koeln.de/Ausbildungsbotschafter) - According to the idea of the "peer to peer teaching", apprentices are sent to schools and inform pupils about their vocational training, everyday work and career opportunities.
We’ve initiated a steering group, the People Panel, made up of 20+ individuals from across our territories and business areas who each have a passion for making the company the most welcoming it can be to the many and varied talented individuals who work, or would like to work, for us. The People Panel are our advisors, tasked with setting our strategic direction and holding us to account in this important area.
For further information please refer to the Sustainable Business Section of our 2016 Annual Report and Accounts
A. The Chairman is responsible for:
1. The Board
- Leadership of the Board, ensuring its effectiveness on all aspects of its role and setting its agenda;
- Promoting a culture of openness and debate by facilitating the effective contribution of Non-Executive Directors and encouraging effective engagement by all members of the Board;
- Ensuring constructive relations between the Executive and Non-Executive Directors;
- Ensuring that meetings of the Non-Executives Directors are held to review the performance of the Executive Directors, without the Executive Directors being present;
- Ensuring that all new Directors receive a full, formal induction programme tailored to their background and previous experience, facilitated by the Company Secretary;
- Identifying the development needs of the Board and with the Company Secretary, ensuring that these are met. The Directors should be able to continually update their skills and the knowledge and familiarity with the Company required to fulfil their role on the Board and its committees;
- Identifying the development needs of the Board as a whole to enhance its overall effectiveness as a team; and
- Ensuring that the performance of the Board, its Committees and individual Directors is evaluated annually, and acting on the results of the evaluation by recognising the strengths and addressing the weaknesses of the Board and, where appropriate, through the Nomination Committee, proposing that new members be appointed to the Board or seeking the resignation of others.
- Setting and overseeing the process by which the Group’s strategy (as proposed by the CEO) is reviewed and approved by the Board;
- Ensuring that an appropriate process is in place to periodically review progress made by the Group’s Senior Management team in executing the Group’s strategy as approved by the Board; and
- Ensuring that an appropriate process is in place to periodically review progress made by the Group’s Senior Management team in executing the Group’s strategy as approved by the Board; and
- Chairing Board and general meetings and those of the Nomination Committee;
- Setting the Board agenda, whilst ensuring that this addresses the concerns of all Board members. The agenda should be forward looking, concentrating on strategic matters;
- Ensuring that there is appropriate delegation of authority from the Board to the Group Senior Management team;
- Ensuring that the regularity and frequency of Board meetings is sufficient for the Board to operate effectively;
- With the support of the Company Secretary, ensuring that the Directors receive accurate, timely and clear information including that on the Company’s current performance, that enables the Board to make sound decisions, monitor and discharge their duties effectively to promote the success of the Company; and
- Managing the Board to allow enough time for discussion of complex or contentious issues. The Chairman should ensure that Directors (particularly Non-Executive Directors) have sufficient time to consider critical issues and obtain answers to any questions or concerns they may have and are not faced with unrealistic deadlines for decision making.
4. Corporate Governance and Relationship with Shareholders
- With the Company Secretary, promoting high standards of Corporate Governance;
- Ensuring that where the Company is not in compliance with the UK Corporate Governance Code, such compliance is agreed by the Board and fully explained to shareholders within the Company’s Annual Report and Accounts;
- Ensuring effective communication with shareholders, and ensuring that the views and concerns of shareholders are communicated to the Board as a whole so that all Directors develop an understanding of their views;
- Maintaining sufficient contact with major shareholders to understand their issues and concerns, in particular discussing governance, strategy and remuneration with them; and
- Making recommendations to the Remuneration Committee regarding the remuneration to be paid to the CEO.
- Arranging for the Chairmen of Board Committees to be available to answer questions at the AGM and for all Directors to attend.
B. In addition, the Chairman should:
- Uphold the highest standards of integrity and probity;
- Set the agenda, style and tone of board discussions to promote effective decision making and constructive debate;
- Ensure that they are fully informed about all issues on which the Board will have to make a decision, through briefings with the CEO, the Company Secretary and members of the Senior Management team as appropriate;
- Ensure clear structure for, and the effective running of, Board committees;
- Ensure effective implementation of Board decisions;
- Promote effective relationships and open communication between Executive and Non-Executive Directors both inside and outside the Boardroom, ensuring an appropriate balance of skills and personalities;
- Build an effective and complementary Board, and with the Nomination Committee, initiate change and plan succession in Board appointments (except that of a successor as Chairman) subject to the Board and shareholder approval;
- Ensure an appropriate balance is maintained between the interests of shareholders and other stakeholders (employees, customers, suppliers and the community);
- Ensure the long term sustainability of the business;
- Ensure the continual improvement in quality and calibre of the Executives;
- Establish a close relationship of trust with the CEO and Group Finance Director providing support and advice whilst respecting Executive responsibility;
- Ensure the business is an inclusive and ethical employer with a diverse, talented and motivated workforce; and
- Provide coherent leadership of the Company, including, in conjunction with the CEO, representing the Company to customers, suppliers, governments, shareholders, financial institutions, the media, the community and the public.
The Chief Executive is accountable and reports to the Board and is responsible for running the Group’s business.
The Chief Executive is responsible for the following, within the authority limits delegated to him by the Board:
1. Group business strategy, performance and management
- Developing and regularly reviewing the Group’s objectives and strategy having regard to the Group’s responsibilities to its shareholders, customers, employees and other stakeholders;
- The successful achievement of objectives and execution of that strategy following presentation to, and approval by, the Board;
- Ensuring effective communication on Board decisions;
- Providing leadership to the Group Senior Management team in the day to day running of the Group’s business;
- Formalising the roles and responsibilities, including clear delegation of authorities and setting Group HR policies, including management development and succession planning for the Group Senior Management team and approving the appointment and termination of employment of members of that team;
- Chairing the Group Executive Committee and communicating its decisions/recommendations to the Board;
- Developing and recommending to the Board an annual budget and 3 year financial plan and ensuring their achievement following Board approval; and
- Optimising as far as is reasonably possible, the use and adequacy of the Group’s resources.
2. Investment and financing
- Examining all trade investments and major capital expenditure proposed by subsidiary companies and the recommendation to the Board of those which, in a Group context, are material either by nature or cost;
- Identifying and executing acquisitions and disposals, approving major proposals or bids;
- Leading geographic diversification initiatives; and
- Identifying and executing new business opportunities outside of the current core activities.
3. Risk management and controls
- Ensuring that appropriate internal controls are in place throughout the Group;
- Setting the right ‘Tone from the Top’ by establishing the Group’s guiding values in developing and maintaining the ethical integrity of the business;
- Developing Group policies for Board approval and then implementing them for HR, Ethics & Business Practices, Health & Safety, Employee Diversity & Inclusion, Communications, Investor Relations, Corporate Social Responsibility and Charitable donations and ensuring that these Group Policies and procedures are followed and conform to the highest standards; and
- Managing the Group’s risk profile, including the Health and Safety performance of the business, in line with the extent and categories or risk identified as acceptable by the Board of Directors.
4. Board Committees
- Making recommendations to the Remuneration Committee concerning the Group’s general remuneration policy, Senior Management remuneration and the terms of employment for the Group’s Senior Management team; and
- Making recommendations to the Nomination Committee on the role and capabilities required in respect of the appointment of Executive Directors.
- Providing a means for timely and accurate disclosure of information, including an escalation route for issues;
- Ensuring effective communication with shareholders; and
- Keeping the Chairman informed on all important matters.