Governance

Division of responsibilities

Responsibilities of the Chair

• Leads the Board and is responsible for its overall effectiveness in directing the Company.
• Leads the Board in its oversight of the Company’s purpose, values and culture.
• Leads the Board in setting its agenda, approving strategy, monitoring financial and operational performance, and establishing the Group’s risk appetite. 
• Organises the business of the Board, ensuring the Company’s effectiveness, and the maintenance of an effective system of internal controls.
• Ensures that Directors receive accurate, timely and clear information. This includes ensuring that the non-executive Directors receive regular reports on shareholders’ views on the Group.
• Responsible for the composition of the Board, facilitates constructive Board relations and the effective contribution of all non-executive Directors. 
• Leads the annual Board and Board Committee evaluation process.

Responsibilities of the Chief Executive

• Direct charge of the Group on a day-to-day basis and is accountable to the Board for the financial and operational performance of the Group.
• Chairs the Investment Committee to review the acquisition, management and disposal of investments.
• Leads the Executive management team to develop and implement the Group’s strategy and manage the risk and internal control framework.
• Reports to the Board on financial and operational performance, risk management and progress in delivering the strategic objectives. 
• Regularly engages with shareholders and other key stakeholders on the Group’s activities and progress.
• Oversees the implementation of the ESG strategy.
• Oversees the Group’s values and culture.

Role of non-executive Directors

• Provide constructive challenge, strategic guidance and hold management to account.
• Scrutinise the performance of management in meeting agreed objectives.
• Seek assurance on the integrity of the financial information and that financial and non-financial controls and systems of risk management are robust and defensible.
• Determine appropriate levels of remuneration for Executive Directors and Executive Committee and together with the Chair, have a prime role in appointing Directors and in succession planning for the Board.
• Ensure that they have sufficient time to meet their Board responsibilities.

Role of the Senior Independent Director

• The Senior Independent Director provides a sounding board for the Chair and serves as an intermediary for the other Directors and the shareholders.
• Leads succession planning for the Chair.
• Leads the Chair’s performance review and the annual review of the continued appropriateness of the Chair’s appointment.