The Board provides leadership within a framework of prudent and effective controls. The Board sets the corporate governance values of the Company and has overall responsibility for setting the Company’s strategic aims, defining the business plan and strategy, managing the financial and operational resources of the Company and reviewing the performance of the officers and management of the Company’s business. The Board is responsible for the Company’s objectives and business strategy and its overall supervision. Acquisitions, divestments and other strategic decisions are considered and determined by the Board.

The Board follows internal guidance on the delegation of authority and division of responsibilities between the Chairman, Chief Executive Officer and Senior Independent Director. Among other things, this guidance covers the processes the Board has implemented to undertake its own tasks and activities, the matters the Board has reserved for its own consideration and decision-making, the authorities it has delegated to other parties or committees including the limits on the way in which such parties or committees can execute those authorities, and the relationships between the Board and such parties or committees.

The role of Chairman, Chief Executive Officer & Senior Independent Director

The UK Corporate Governance Code requires that the division of responsibilities between the Chairman and Chief Executive should be clearly established and agreed by the Board.

The Chairman is David McManus. The Chairman reports to the Board and is responsible for the leadership and overall effectiveness of the Board and setting the Board’s agenda. Specific responsibilities of the Chairman include:

• Ensuring the effective running of the Board
• Ensuring that the Board agenda is forward-looking with an emphasis on strategic issues
• Ensuring the performance of the Board and its Committees is in compliance with approved procedures and best practice
• Promoting a culture of openness and debate by ensuring constructive relations between Executive and Non-Executive Directors
• Ensuring effective communication between the Group and its shareholders.

The Chief Executive Officer, Paul Weir, is responsible for all executive management matters of the Group. He reports to the Chairman and to the Board directly. All members of executive management report directly to the Chief Executive Officer. Specific responsibilities of the Chief Executive Officer include:

• The day-to-day management of the Group within delegated authority limits
• Identifying and executing strategic opportunities,
• Managing the Group’s risk profile and ensuring appropriate internal controls,
• Maintaining a dialogue with the Chairman and the Board on important and strategic issues,
• Succession planning for executive positions.

The Senior Independent Director is Sir Michael Fallon. The Senior Independent Director is available to shareholders who have concerns that cannot be addressed through the normal channels of the Chairman or the Chief Executive Officer. He chairs the Nomination Committee when it is considering succession to the role of Chairman, and acts as a sounding board for the Chairman and an intermediary for other Directors if necessary.