Great importance is placed on a well informed and decisive Board. Board meetings are held regularly throughout the year. In the 2016 financial year, eight scheduled Board meetings and ten Board Committee meetings were held. In addition, as it does each year, the Board convened and participated in a separate two-day session on the Group's strategy and three-year plan, as detailed in the Chairman's introduction to governance.
The Board has adopted a schedule of matters reserved for its consideration and those delegated to Board Committees. The Board’s responsibilities include setting the Group’s overall business and commercial strategy; setting and monitoring business objectives to achieve the strategy; setting and monitoring annual budgets and financial and capital plans; and considering Group policies and any major investments or organisational changes.
Agenda items scheduled for every Board meeting include strategy, business performance, operations, human resources, finance and governance. The agenda is reviewed and agreed by the Chairman to ensure that the Board addresses the right issues at the right times and that sufficient time is allowed for appropriate consideration and debate.
Following Board Committee meetings, the Board receives copies of the Committees’ minutes at the next Board meeting and can raise any queries or concerns with the Committee Chairmen.
Board meetings are scheduled in different Group offices to give the Board the opportunity to meet local management and employees, and to develop greater business knowledge and depth of awareness of business-specific opportunities and threats. All Directors receive papers sufficiently in advance of meetings to enable due consideration.
During the 2016 financial year, matters dealt with by the Board included:
- review and monitoring of Group strategy and progress against business objectives;
- operational and financial performance of the Group;
- approval of Group budgets and three-year plan;
- approval of financial statements and dividend policy;
- risk management oversight; review of internal controls and monitoring of the Group's risk registers;
- Board and senior management succession planning;
- approval of large contracts and bids;
- approval of large capital expenditure projects;
- consideration of Committee reports and recommendations;
- remuneration of Executive Directors and senior management;
- review of corporate governance reporting;
- Board and Committee evaluation and progress of actions from the 2015 evaluation;
- review of the Group's product development roadmap and improvements to the R&D processes;
- monitoring the progress of the organisational structure and human capabilities strategic initiatives;
- consideration of the possible impacts of the result of the UK's EU referendum; and
- monitoring progress of the customer excellence initiatives.