Devro plc – key Board responsibilities

Responsibilities of the Chairman

The Chairman is responsible for:

  • creating the conditions for overall board effectiveness;
  • setting a board agenda primarily focused on strategy, performance, value creation, culture, stakeholders and accountability;
  • shaping the culture in the boardroom, and setting clear expectations concerning the style and tone of board discussions;
  • ensuring the board has effective decision-making processes and applies sufficient challenge to major proposals;
  • ensuring that all directors are aware of their responsibilities;
  • encouraging all board members to engage in board and committee meetings by drawing on their skills, experience and knowledge;
  • fostering relationships based on trust, mutual respect and open communication (both in and outside the boardroom) between non-executive directors and the executive team;
  • holding meetings with the non-executive directors without the executives present to facilitate a full and frank airing of views;
  • developing a productive working relationship with the CEO, providing support and advice, while respecting executive responsibility;
  • leading the annual board evaluation, with the Nomination Committee’s support, as appropriate, and acting on the results; and
  • liaising with key shareholders and other stakeholders and ensuring that the Board is aware of their views.

Responsibilities of the Chief Executive Officer (“CEO”)

The CEO is responsible for:

  • leading the senior executive team in the day to day running of the Group’s business;
  • the successful achievement of objectives and execution of strategy following presentation to, and approval by, the Board;
  • developing group objectives and strategy for approval by the Board having regard to the Group’s responsibilities to its shareholders, customers, employees and other stakeholders;
  • recommending to the Board an annual budget;
  • identifying and executing new business opportunities;
  • ensuring, with the Board, that appropriate internal controls are in place;
  • examining all major capital expenditure proposals prior to submission to the Board;
  • making recommendations on remuneration policy, executive remuneration and terms of employment of the senior executive team to the Remuneration Committee;
  • making recommendations to the Nomination Committee on the role and capabilities required in respect of the appointment of Executive Directors;
  • working with the Chief Financial Officer (“CFO”), ensuring effective communication with shareholders;
  • setting Group policies for management development and succession planning of the senior executive team and approving the appointment and termination of employment of members of that team;
  • ensuring effective implementation of Board decisions; and
    together with the Chairman, providing coherent leadership of the company.

Responsibilities of the Senior Independent Director (“SID”)

  • The SID will be available to shareholders if they have any matters which they do not want to deal with through the normal channels of Chairman, CEO or CFO;
  • The SID will chair the Nomination Committee when it is considering succession to the role of Chairman of the Board (unless he or she wishes to be considered for the role.);
  • The SID will meet with the Non-Executive Directors at least once a year to appraise the Chairman’s performance and on such other occasions as are deemed appropriate; and
  • The SID will discuss with the Chairman the annual evaluation feedback on his or her performance.

1 January 2019


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